Proxy Statement Disclosure Litigation

Topical Index 


In the latest wave of shareholder litigation, plaintiff law firms are asserting that board members have breached their fiduciary duties by approving purportedly deficient disclosure when seeking shareholder approval for equity compensation plans or say-on-pay votes. These cases have been especially disruptive because they have frequently sought to enjoin a company's annual meeting. The Society has collected a number of resources to keep you informed and up-to-date on developments in these cases.

Non-Members may view some of the materials we have collected, including a Society Webinar, and Society coverage and analysis of the cases.  Non-Members may also request a trial membership to the Society, which includes access to the entire Society Website, including the full suite of materials listed below.  Please contact Teresa Webb ( or Orionis Mercado ( to start your free trial.

Members can find the entire suite of materials here.

Resources Available for Non-Members

Resources Available for Members

View Member resources, including:
  • List of Cases
  • Proxy Disclosure Litigation Pleadings
  • Failed Say-on-Pay Litigation Pleadings - pleadings from 7 different lawsuits
  • 162(m) Related Litigation Pleadings - pleadings from 9 different lawsuits
  • Law Firm Memos
  • Articles & Blog Postings
  • Important Links