Corporations Keyed to Klein
Auerbach v. Bennett
Facts
In 1975, after reports of several multinational companies offering bribes and kickbacks to foreign officials, GTEC appointed outside counsel and auditors to determine if anyone at GTEC was involved in similar conduct. After the outside consultants found wrongdoing by former and current members of GTEC’s Board, Auerbach brought a shareholder’s derivative suit against the Defendant Board. Defendants appointed a three-person special committee comprised of members who were not on the board at the time of the wrongdoing. The committee reviewed the auditor findings and decided that in the best interests of the company that they should not pursue an action against the Board members. Wallenstein continued the suit after Auerbach declined, arguing that any committee appointed by the corrupted directors should be considered interested parties.
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