Woods v. Fox Broadcasting Co.
- Case Date: 6/28/2005
- Project Name: Civil Justice Reform
On August 24, 2005, the California Supreme Court declined to review a court of appeal decision that second-guesses everyday business decisions made by corporations, directors, and majority shareholders by requiring them to maximize the value of stock option holders, without regard to the competing interests of the corporation and other shareholders. WLF had filed a brief asking the court to grant review. The appeals court held that when a corporation enters into a contract with a holder of stock options, it is obligated to take steps to maximize the option holder's return, even though (1) the corporation has no ability to control the actions of its shareholders, and (2) the option holder's interest may be adverse to the corporation's and all other shareholders' best interests. WLF argued that the lower court decision has compromised the ability of corporations, directors, and controlling shareholders to fulfill their respective fiduciary obligations.
More Information and Downloads:
6/28/2005: Download the Brief