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Say-On-Pay Following in Footsteps of M&A Suits

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A new type of securities lawsuit against corporations over say-on-pay advisory votes is so similar to shareholder suits filed over mergers and acquisitions that a new M&A litigation study includes a look at the say-on-pay suits, Corporate Counsel reported today. According to "Shareholder Litigation Involving Mergers and Acquisitions," the new suits are being filed by the same plaintiff law firms that file M&A actions. The report, released this week by Cornerstone Research, was written by Olga Koumrian, a principal of Cornerstone, along with Robert Daines, a Stanford law and business professor. The shareholder litigants make the same claims about a company's faulty disclosure, and they pursue the same general strategy of seeking an injunction in hopes of getting a quick settlement, according to Daines, who is also co-director of Stanford’s Rock Center on Corporate Governance. At least 24 of these lawsuits were filed last year, and plaintiff law firms recently announced investigations of 33 more companies, the study states.