Corporate Governance

In re Chiquita Brands: Final Judgment Entered in Derivative Shareholder Action

By Misty Dalke

We have been following the Alien Tort Action and Derivative Shareholder Action brought against Chiquita Brands International ('Chiquita') since August 2007.  In an earlier post, we reported the U.S. District Court for the Southern District of Florida had preliminarily approved a settlement order pertaining to the Derivative Action pending a Settlement Hearing.  On October 15, the court, having found that Chiquita provided adequate notice as stipulated in the proposed settlement agreement, entered a final judgment and order of dismissal for the derivative action.  

The final judgment and order of dismissal includes the following provisions: 

• The court approves the settlement agreement's stipulations
• Chiquita and its shareholders are released from the derivative action's claims
• All claims in the derivative action are dismissed with prejudice
• The court retains continuing jurisdiction over the parties to implement and enforce the settlement agreement. 

In a separate order, the court awarded $4,000,000 to plaintiffs' counsel for attorneys' fees and expenses.  The court considered the factors set forth in Johnson v. Ga. Highway Express, Inc., including time, labor, difficulty of questions raised, experience, and fees awarded in similar cases to conclude that $4,000,000 was appropriate.  There were no objections by any of the 42,000 Chiquita shareholders that received a copy of the settlement agreement to the request for $4,000,000 in attorneys' fees. 

The primary materials for this post can be found on the DU Corporate Governance website. 

Full post as published by The Race to the Bottom on November 12, 2010 (boomark / email).