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Corporations Keyed to O’Kelley
Malone v. Brincat
Citation:
722 A.2d 5 (1998)Facts
Mercury Finance Company is a publicly-traded company. This action was filed on behalf of the named plaintiffs and all persons who owned common stock of Mercury from 1993 through the present and their successors in interest, heirs and assigns. The complaint alleged that the directors knowingly and intentionally breached their fiduciary duty of disclosure because the SEC filing made by the directors and every communication from the company to the shareholders since 1994 was materially false and that as a direct result of the false disclosures the company has lost all of its value. The complaint also alleged that KPMG knowingly participated in the directors’ breaches of their fiduciary duty of disclosure. According to plaintiffs, since 1994, the director defendants caused Mercury to disseminate information containing overstatements of Mercury’s earnings. The complaint alleged that all of the information was included or referenced in virtually every filing Mercury made with the SEC and every communication Mercury’s directors made to the shareholders during this period of time.
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