Business Associations Keyed to Hamilton
Cuker v. Mikalauskas
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PECO Energy Company (PECO) (Defendant), a publicly regulated utility company, underwent an audit in accordance with state regulations. The audit resulted in a report that recommended changes in PECO’s (Defendant) credit and collection policies. A suit was initiated by a group of minority shareholders charging mismanagement of funds by PECO’s officers (Defendant) and directors (Defendant). In order to recover damages done to PECO (Defendant) because of the mismanagement, the shareholders demanded that PECO (Defendant) permit them to bring suit on its behalf. The board of directors established a committee to investigate the claims. Prior to the establishment of the special committee, a second group of shareholders (Plaintiff) led by Cuker (Plaintiff) brought suit against the officers (Defendant) and directors (Defendant) on the same basis. The committee investigated both complaints. After many months of investigation, and with the assistance of outside counsel and an outside auditor, the committee concluded thee was not any evidence of a breach of duty of loyalty on the part of the officers (Defendant) or directors (defendant). Instead, they determined that the officers (Defendant) and directors (Defendant) used proper business judgment and acted in PECO’s (Defendant) best interests. In addition, the committee decided that a derivative suit would be contrary to PECO’s (Defendant) interests. The disinterested members of the board voted unanimously to terminate the derivative suits of the shareholders (Defendant). The court of common please denied PECO’s (Defendant) motion for summary judgment, and PECO (Defendant) petitioned for extraordinary relief.
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