In keeping with contemporary custom, "good morning, good afternoon and good evening....."
The ruling allowing some of the Plaintiffs' derivative claims to proceed is 103 pages and now it has become a must-read for yours truly. In the interim though, a couple of quick notes that might be legalistic (and thank you, tdracer).
A derivative action is a claim belonging to the Company against directors and/or officers of the corporate entity -- it's called "derivative" because it is brought by the shareholders on the Company's behalf. This can be seen in the content of the court's ruling which refers to the Director Defendants as well as Officer Defendants. (Those accessing the court's ruling could have noted that the judge is a "Chancellor" and the court division is "Chancery" - greatly oversimplifying, many state courts still are divided into the law courts and courts of equity, depending on the type of relief sought by the plaintiffs, and shareholder derivative suits are considered to seek equitable relief. In such litigation the process and other factors can be quite different than in, for example, liability suits for damages brought by survivors of people who were killed in the accidents.)
Second, the court dismissed two of the three claims brought in the derivative litigation. ("the stockholders have failed to allege the board is incapable of maintaining a claim against Boeing’s officers. The stockholders’ other claim against the board, regarding their handling of the chief executive officer’s retirement and compensation, is also dismissed." Opinion, at 2.) The wheels of court process may turn slowly, yet this sort of early skirmish over the scope of claims the court will allow to move forward under the relevant legal standards often receives intensive serious attention by the court.
One interesting and possibly impactful aspect of this litigation is that under Delaware corporate law, shareholders have a statutory right to obtain volumes of company records and documents even in advance of filing in court. Discovery conducted in liability lawsuits and other similar litigation usually would take some time and it would not typically be preceded by disclosure like that noted by the court: "Plaintiffs received over 44,100 documents totaling over 630,000 pages. It is reasonable to infer that exculpatory information not reflected in the document production does not exist." (Opinion at 1, fn.1.)
Not least, even just the first few pages of the opinion suggest to this SLF/attorney, strongly, that this opinion collects and recites persuasively a wide swath of the facts and contexts which, collectively, paint the picture of devastating malfeasance and nonfeasance that led to the overall 737 MAX debacle or, plural, debacles.