Corporations Keyed to Hamilton
Gall v. Exxon Corp
Facts
Exxon allegedly paid 59 million in corporate funds as political bribes to Italian political parties to secure special political favors and other illegal commitments. Exxon’s Board of Directors established a Special Committee on Litigation composed of Exxon Directors and referred to the Committee for the determination of Exxon’s action the matters raised in this and other pending actions. The committee investigated and recommended that it would be contrary to the interests of Exxon and its shareholders for Exxon or anyone on its behalf to bring legal action against any Exxon director or officer. The Committee resolved to oppose and seek dismissal of all shareholder derivative actions relating to the above-mentioned bribes.
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