Michael J. Barry

Corporate Governance

• AFSCME v. AIG, first recognizing a shareholders’ right to introduce proxy access proposals;
• Bebchuk v. CA, Inc.,allowing shareholders to introduce proposals restricting a board’s ability to enact poison pills; and
• CA, Inc. v. AFSCME, a historic decision of the Delaware Supreme Court regarding the authority of shareholders to adopt corporate bylaws.

Other groundbreaking casework

• The Genentech Shareholder Litigation, resulting in an increase of $3 billion in value for shareholders arising from a corporate merger;
• A $922 million settlement in the UnitedHealth Group derivative litigation, resolving one of the most egregious examples of options backdating;
• An $89.4 million recovery for stockholders of Del Monte Foods Co. in a case that exposed significant conflicts of interest in staple financing in corporate mergers, and changed practices moving forward;

• A $153.75 million recovery for Freeport-McMoRan Corporation shareholders, which included, for the first time in derivative litigation, a provision that the entire cash portion of the recovery—$147.5 million—be distributed to shareholders in the form of a special dividend;
• An $814 million verdict for in the Fannie Mae and Freddie Mac preferred stockholder case, one of the largest verdicts of it kind, setting new standards for stockholder protections; and
• The Williams Companies case, striking down unusually aggressive “poison pill,” designed to block shareholder activism, and reaffirming the notion that boards could not unreasonably restrict stockholder rights.