shareholder proposal / litigation · 2019
Hal S. Scott (Harvard Law professor, individual shareholder) and the Doris Behr 2012 Irrevocable Trust at Johnson & Johnson
Adopt a bylaw requiring shareholders to arbitrate securities-fraud claims against the company rather than sue in court, with a five-year sunset.
What happened
Result: Excluded. Johnson & Johnson sought and received SEC no-action relief, resting on a New Jersey Attorney General opinion that the bylaw would violate state law, and left the proposal out of its 2019 proxy statement, which carried only two shareholder proposals, on clawback disclosure and on executive compensation and drug pricing risks. The proponents' federal suit was then dismissed in its entirety on June 30, 2021.
we found no documented change: Johnson & Johnson never adopted the mandatory-arbitration bylaw, and the court ruling preserved shareholders' existing right to sue in court.
Who is involved
- Hal S. Scott (Harvard Law professor, individual shareholder) and the Doris Behr 2012 Irrevocable Trust filer, not an organization we hold yet
- Johnson & Johnson company
What this campaign is about
- Right to an effective remedy by competent national tribunals Necessary · Universal Declaration of Human Rights