Board Governance Expert in Shareholder Derivative Action

Case Description:

A board governance expert was needed for a shareholders derivative action. The plaintiffs were the shareholders of a healthcare information technology company. The defendants were the board of directors of said company. The plaintiffs alleged that the board improperly approved and received backdated stock options during a period from 1999-2006 violating the terms of the company’s shareholder approved stock option plans; violating GAAP by failing to recognize compensation expenses incurred when the improperly backdated options were granted; and, producing and disseminating to shareholders and the market false financial statements that improperly recorded and accounted for the backdated option grants.

IMS ExpertServices was asked to locate a board governance expert with experience as a board member and compensation committee member, approving and issuing stock options. The expert would be required to review board meeting minutes, stock option grant reviews, and opine on customs and practices stock options are granted to executives in the “real world” and the customs and practices utilized by the board.

Experts Presented:

  • Corporate Governance Expert

    This corporate governance expert is the founding member of a leading supplier of board governance resources for directors and executives. This expert has a decade of experience working with boards in facilitating and developing optimal governance policies and practices, assisting in expert witness preparation, and conducting board evaluations. He has governance consulting experience with both publicly traded companies and governmental entities. He is widely published in the area of board governance and ethics. IMS Reference # 5024414

  • Corporate Governance Expert

    This corporate governance expert is an author and recognized speaker on board governance matters, investor relations, stock options, internal audits, ethics, and director's responsibilities. He is a professor of management and corporate governance at a New England business school and also an independent director to private companies offering strategic and operational advice, counsel and governance expertise. This expert served on the board of directors for several companies in the U.S., Europe, the Middle East, and Latin America. He has provided expert reports in eight litigation assignments and testimony in deposition once. IMS Reference #4878005

  • Board Governance Expert

    This board governance expert is co-founder of a corporate governance center at a university where he is a professor of management and entrepreneurship. He has authored over 10 books and over 100 articles on board governance. This expert's opinions have appeared in numerous publications and national television and radio, including The Wall Street Journal, Financial Times and Bloomberg. He is a member of the board of directors of a real estate investment trust and on the board of an e-commerce solutions provider. IMS Reference #4879509

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