Sunday, November 24, 2013

In re Oracle Corp. Derivative Litigation case brief

In re Oracle Corp. Derivative Litigation case brief summary
824 A.2d 917 (2003)

In plaintiff shareholders' derivative action against putative defendant corporation and alleging defendant directors engaged in insider trading while in possession of material, non-public information, the special litigation committee (SLC) of the corporation moved to dismiss the action.

The corporation was successful, publicly held, and in the computer software business. The directors sold shares prior to publication of the quarterly corporation's earnings. The earnings were lower than expected by analysts, impacted by bugs in a newly released product, and affected by the stock market's general decline. The sales were within the time limit established for insider's sales. One director's sale was affected by his option exercise deadline and to raise cash for income taxes. None of the four directors had an especially urgent cash crunch.


  • Nevertheless, the chancery court's dispositive issue was whether or not the two-member SLC was independent. 
  • The SLC did not meet its burden to prove it, or either of the members, was independent. 
  • The chancery court's independence test was whether the individual SLC member was incapable of making a decision with only the best interests of the corporation in mind, or, as a corollary, without considering any way in which his decision would impact him. 
  • The ties that the SLC members and directors had to one university, as alumni, tenured faculty professors, very major contributors, and speakers were too vivid to be ignored.

The chancery court denied the motion.

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