Description: Shareholder derivative lawsuit against Exxon Mobil Corporation directors and officials concerning alleged misrepresentations of the company's use of proxy costs of carbon.
In re Exxon Mobil Corp. Derivative Litigation
Filing Date Type File Action Taken Summary 09/15/2020 Opinion and Order Download Motion to transfer granted. New Jersey Federal Court Transferred Shareholder Derivative Action Against Exxon to Texas. In a consolidated stockholder derivative action against Exxon Mobil Corporation board members and executive officers (Exxon), the federal district court for the District of New Jersey granted Exxon’s motion to transfer venue to the Northern District of Texas. The case involves allegations that the defendants misrepresented the costs of climate change regulations and did not appropriately project future costs of carbon and greenhouse gas emissions. A related federal securities action and additional shareholder derivative actions are pending in the Northern District of Texas. The New Jersey federal court concluded that private and public interests weighed in favor of transfer. 05/26/2020 Reply Download Reply memorandum of law filed in support of motion to transfer venue or, alternatively, to stay proceedings. 05/18/2020 Opposition Download Opposition filed by plaintiffs to motion to transfer venue or, alternatively, to stay proceedings. The plaintiffs opposed Exxon's motion to transfer venue, arguing that their derivative complaint was the only one to plead that demand for litigation was wrongfully refused and that they should not be penalized for allowing Exxon time to consider and respond to their litigation demands. They also argued that private (e.g., their forum preference) and public factors (New Jersey’s interest in litigation regarding a well-known company incorporated within its jurisdiction) weighed heavily against transfer. In addition, the plaintiffs argued that a stay was not warranted. 04/27/2020 Motion Download Motion to transfer venue or, alternatively, to stay proceedings. Exxon Sought to Move New Jersey Shareholder Derivative Litigation to Texas. Exxon Mobil Corporation (Exxon) moved to transfer a consolidated shareholder derivative action in the federal district court for the District of New Jersey to the Northern District of Texas, where a putative federal securities class action filed in 2016 and a consolidated federal derivative action filed in 2019 are pending. Exxon told the District of New Jersey that the cases in Texas raised “substantially the same allegations and same causes of action against the same defendants,” including allegations that Exxon officers made misleading statements about Exxon’s use of “proxy costs of carbon.” Exxon requested, in the alternative, that the District of New Jersey stay proceedings until the first-filed Texas suits were resolved. 03/26/2020 Stipulation Download Joint stipulation and order filed consolidating derivative actions and appointing lead plaintiff and lead counsel. 08/06/2019 Complaint Download Complaint filed. Shareholder Derivative Lawsuit Filed Against Exxon in New Jersey Federal Court over Misrepresentations About Proxy Cost of Carbon. An Exxon shareholder filed a shareholder derivative lawsuit against Exxon board members and executive officers in the federal district court for the District of New Jersey. The shareholder asserted that from 2014 through 2016 Exxon “was the lone ‘supermajor’ oil and gas company that refused to writedown its assets during the prolonged price collapse,” until the company disclosed a $2 billion impairment charge in January 2017. The complaint alleged that the defendants knew or were grossly negligent or reckless in not knowing that Exxon’s actual investment and asset valuation processes did not incorporate proxy costs of carbon in a manner that was consistent with Exxon’s public representations and internal policies; that Exxon did not incorporate proxy costs into the impairment evaluation processes; and that certain operations and assets were operating at a loss or impaired. The shareholder further alleged that the defendants’ misconduct caused Exxon to expend resources defending itself in a related securities class action suit in federal court in Texas and in an investigation and lawsuit by the New York attorney general. The shareholder also said the defendants’ actions “irreparably damaged Exxon’s corporate image and goodwill.” The complaint asserted claims of breach of fiduciary duty, waste of corporate assets, and unjust enrichment, as well as claims under the Securities Exchange Act of 1934 against certain defendants who are also defendants in the related securities class action.
City of Birmingham Retirement and Relief System v. Tillerson
Filing Date Type File Action Taken Summary 12/02/2019 Complaint Download Complaint filed. Shareholder Derivative Suit Filed Against Exxon in New Jersey Federal Court for Allegedly Misleading on Climate Risks. The City of Birmingham Retirement and Relief System filed a stockholder derivative complaint in the federal district court for the District of New Jersey against Exxon Mobil Corporation officers and board members seeking damages for breaches of fiduciary duties, waste, and unjust enrichment. The complaint alleged that Exxon had for decades “misled shareholders about the material risks climate change posed and poses to its business in order to increase its short-term profits and falsely inflate its assets, revenues, and stock price.”