California Court of Appeal

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Charter Township of Clinton Police and Fire Retirement System v. Martin, B241087

Dismissal of plaintiffs' shareholder derivative complaint alleging that the defendant-Board members violated fiduciary duties by adopting a compensation plan in the face of poor performance by the company, misrepresenting compliance with the plan and company performance in a proxy statement, and failure to alter the plan in response to its rejection by a majority of the company's shareholders in a nonbinding vote, is affirmed, where plaintiffs have failed to allege facts excusing pre-suit demand on the defendant-Board with allegations of particularized facts showing wrongdoing by a majority of directors on a director-by-director basis.

Appellate Information

  • Decided 09/17/2013
  • Published 09/17/2013




  • California Court of Appeal