Based on the press release, it is clear that a settlement agreement has been reached in the derivative matters involving Boston Scientific Corporation. The agreement involves various parties, including plaintiff Diane Nachbaur, plaintiff Frank Tripson, Excavators Union Local 731 Pension Fund, individual defendants, and Boston Scientific Corporation. The settlement is intended to fully, finally, and forever resolve the derivative matters and released claims upon court approval and subject to the terms and conditions of the stipulation.
The factual and procedural background leading to this settlement includes the filing of a putative securities class action in December 2020, followed by demands for the inspection of non-public corporate books and records by Local 731 and Nachbaur. Subsequently, the court granted in part and denied in part a motion to dismiss the securities class action. This was followed by the commencement of the derivative action in the U.S. District Court for the District of Massachusetts by Nachbaur against the settling defendants, asserting claims for violations of the Securities Exchange Act of 1934, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets.
Following extensive negotiations and mediation, the parties reached an agreement-in-principle to settle the action, with Boston Scientific agreeing to adopt corporate governance reforms subject to court approval. The settlement is believed to confer substantial benefits on Boston Scientific and its current shareholders, and the company acknowledges that the reforms are in its best interest.
The stipulation and agreement of settlement include various definitions, such as the approval date, derivative matters, effective date, and final judgment. The settlement also involves the parties denying any wrongdoing or liability, with the settling defendants expressing that the proposed settlement would bring an end to the expenses, burdens, and uncertainties associated with the continued litigation of the claims.
Following these announcements, the company's shares moved 0.1%, and are now trading at a price of $98.24. For more information, read the company's full 8-K submission here.
