Stone v. Ritter

Facts

AmSouth Bancorporation (AmSouth) and a subsidiary paid $40 million in fines and $10 million in civil penalties, which arose from bank employees’ failure to file particular reports required by the federal Bank Secrecy Act (BSA) and other federal anti-money-laundering (AML) regulations. Evidence was shown that the corporation dedicated considerable resources to its BSA/AML compliance program, put various procedures and systems in place and in an effort to ensure compliance, and that these procedures and systems permitted the Defendant to regularly monitor the corporation’s compliance with BSA/AML regulations and requirements. On a regular basis the board (Defendant) received reports and training in these BSA/AML compliance systems and enacted written policies and procedures to ensure BSA/AML compliance. The shareholders (Plaintiff) of AmSouth brought a derivative action against the corporation’s directors (Defendant) based on these events, claiming they breached their oversight duties, before making demand on the board. They contended that demand was excused because the Defendant faced a good chance of liability of personal liability that would render them incapable of exercising independent and disinterested judgment in response to a demand request. AmSouth’s certificate of incorporation contained a provision that would exculpate its directors for breaches of their duty of care, provided they acted in good faith. The Chancery Court held that the Plaintiff failed to sufficiently plead that demand would have been futile, finding that the Defendant had not been alerted by any “red flags” that violations of law were occurring. Review was granted by the state’s highest court.