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Case No. 21-0098

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.

County:
Polk

Appellees

Kendall J. Meade, Individually and on behalf of all others similarly situated

Appellants

Peter S. Christie, Stephen A. Crane, Jonathan R. Fletcher, and Gretchen H. Tegeler

Attorneys for Appellees

Gary Dickey
Juan Monteverde

Attorneys for Appellants

Michael W. Thrall
Mark C. Dickinson
Lynn C. Herndon

Supreme Court

Oral Argument Schedule

15-15-5

Mar 23, 2022 1:30 PM

Briefs

Supreme Court Opinion

Opinion Number:
21-0098
Date Published:
May 27, 2022
Date Amended:
Jul 26, 2022

Other Information

Date Retained:
Sep 28, 2021
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