A Texas judge dismissed a shareholder class action against the directors of energy firm TXU, holding that, under Texas law, shareholders of a company can not sue that company’s directors. Thus, shareholders can only sue the company itself, which is really suing themselves. Meanwhile, the company can sue the board members but, since the board members would decide that, what is the likelihood? (An arcane action known as a shareholders derivative suit can be filed by the shareholders, if they can demonstrate the board should have initiated the action – against themselves – but did not.)
The lawsuit filed by the TXU shareholders claimed the directors violated their fiduciary duty in agreeing to acquisition of TXU by a private equity firm for $45 billion paid to the shareholders. Were the shareholders cheated? We will never know, will we, because the suit was dismissed, meaning that these and other shareholders can’t sue a company’s directors – at least not in Texas.
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By: William S Shepherd
William Shepherd is the founder of the law firm of Shepherd Smith and Edwards a securities law firm that represents investors seeking recovery of losses in their accounts at investment firms. If you or someone you know has suffered investment losses, contact Shepherd Smith and Edwards today.