Kendall J. Meade, Individually and on behalf of all others similarly situated
v.
Peter S. Christie, Stephen A. Crane, Jonathan R. Fletcher, and Gretchen H. Tegeler
Employers Mutual Casualty Company (EMCC), the majority shareholder of EMC Insurance Group, Inc. (EMCI), offered to purchase EMCI’s outstanding publicly-traded shares for $30 per share in a “going-private” transaction. EMCI formed a special committee of the directors elected by the minority shareholders, also known as the independent directors, to analyze the transaction and make a recommendation regarding the sale. In 2019, the independent directors recommended, and a majority of the minority shareholders agreed, to a sale price of $36 per share. Minority shareholder Kendall Meade sued the independent directors, appellants Peter Christie, Stephen Crane, Jonathan Fletcher, and Gretchen Tegeler, alleging breach of their fiduciary duties. In this interlocutory appeal, the independent directors seek review of the district court’s denial of their motion to dismiss Mr. Meade’s claims. They argue: (1) Meade’s claims were derivative and not direct, and he failed to pursue his appraisal rights under the Iowa Business Corporation Act; and (2) Meade failed to allege with particularity the Director Shield Statute did not provide them with defenses.
Appellee
Kendall J. Meade, Individually and on behalf of all others similarly situated
Appellant
Peter S. Christie, Stephen A. Crane, Jonathan R. Fletcher, and Gretchen H. Tegeler
Attorneys for the Appellee
Gary Dickey
Juan Monteverde
Attorneys for the Appellant
Michael W. Thrall
Mark C. Dickinson
Lynn C. Herndon
Supreme Court
Oral Argument Schedule
15-15-5
Mar 23, 2022 1:30 PM
