Wells Fargo and Company: Shareholder Derivative Action Should the Case Succeed in Federal Court for the Board of Directors?

Murray Bryant, Olaf Sigurjonsson

Research output: Contribution to journalJournal articleResearchpeer-review

Abstract

A shareholder derivative suit is an action allowed by the courts available for shareholders who believe that they have been harmed by actions of the board of directors and management. In most instances, particularly in the US state of Delaware, the actions are not allowed to proceed. The rationale being that the business judgment rule applies and as a consequence boards of directors are not held responsible for bad decisions and as a result, the business judgment is held to be supreme. Thus they are presumed to act with diligence, without self-interest and in the best interests of the corporation. In the case of the action against Wells Fargo and Company, Judge Tigar of the Northern District of California, has allowed the action to go ahead, on the basis that the directors had been negligent on multiple actions with respect to several proceedings by Federal Agencies against the bank and furthermore that the directors failed to hold senior management to account when concerns were raised from several sources about malfeasance occurring in the bank. The paper suggests the arguments both for the plaintiffs and the defendants in the case.
Original languageEnglish
JournalInternational Journal of Critical Accounting
Volume11
Issue number1
Number of pages15
ISSN1757-9848
DOIs
Publication statusPublished - 2019

Bibliographical note

Published online: 27. November 2018

Keywords

  • Business judgment rule
  • Responsibility of boards of directors
  • Shareholder derivative action
  • Malfeasance
  • Fraud
  • Multiple firings
  • Judicial hearing
  • Strategy and performance measurement systems

Cite this

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title = "Wells Fargo and Company: Shareholder Derivative Action Should the Case Succeed in Federal Court for the Board of Directors?",
abstract = "A shareholder derivative suit is an action allowed by the courts available for shareholders who believe that they have been harmed by actions of the board of directors and management. In most instances, particularly in the US state of Delaware, the actions are not allowed to proceed. The rationale being that the business judgment rule applies and as a consequence boards of directors are not held responsible for bad decisions and as a result, the business judgment is held to be supreme. Thus they are presumed to act with diligence, without self-interest and in the best interests of the corporation. In the case of the action against Wells Fargo and Company, Judge Tigar of the Northern District of California, has allowed the action to go ahead, on the basis that the directors had been negligent on multiple actions with respect to several proceedings by Federal Agencies against the bank and furthermore that the directors failed to hold senior management to account when concerns were raised from several sources about malfeasance occurring in the bank. The paper suggests the arguments both for the plaintiffs and the defendants in the case.",
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author = "Murray Bryant and Olaf Sigurjonsson",
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Wells Fargo and Company : Shareholder Derivative Action Should the Case Succeed in Federal Court for the Board of Directors? / Bryant, Murray; Sigurjonsson, Olaf.

In: International Journal of Critical Accounting, Vol. 11, No. 1, 2019.

Research output: Contribution to journalJournal articleResearchpeer-review

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AB - A shareholder derivative suit is an action allowed by the courts available for shareholders who believe that they have been harmed by actions of the board of directors and management. In most instances, particularly in the US state of Delaware, the actions are not allowed to proceed. The rationale being that the business judgment rule applies and as a consequence boards of directors are not held responsible for bad decisions and as a result, the business judgment is held to be supreme. Thus they are presumed to act with diligence, without self-interest and in the best interests of the corporation. In the case of the action against Wells Fargo and Company, Judge Tigar of the Northern District of California, has allowed the action to go ahead, on the basis that the directors had been negligent on multiple actions with respect to several proceedings by Federal Agencies against the bank and furthermore that the directors failed to hold senior management to account when concerns were raised from several sources about malfeasance occurring in the bank. The paper suggests the arguments both for the plaintiffs and the defendants in the case.

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