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Business Associations Keyed to Bainbridge
Seinfeld v. Bartz
Citation:
2002 WL 243597 (N.D.Cal. 2002)Facts
Plaintiff is a shareholder of Defendant Cisco Systems, Inc. and brings this suit against the company and its ten shareholders. At issue is a 1999 amendment to Cisco’s Automatic Option Grant Program for outside directors. The amendment raised a number of stock options granted to outside directors upon joining the board from 20,000 shares to 30,000 shares. Plaintiff alleges that Defendants acted negligently in preparing their statement to solicit proxies to vote in favor of the amendment. The disputed proxy statement states that Cisco paid each outside director, except for Defendant Sarin, a $32,000 annual retainer fee for fiscal year 1999 and that it paid Defendant Sarin a $40,000 retainer fee to include board service.
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