Kraft Heinz Proxy Statement Draws Delaware Justices’ Concern (1)

The Delaware Supreme Court appeared uneasy Wednesday at the possibility that an allegedly false Kraft Heinz Co. proxy statement helped sink a shareholder derivative suit.

At issue at oral argument was an August 2019 proxy statement indicating that director John Cahill’s consulting arrangement had “terminated” in advance of his receipt of $500,000 in stock options. The end of the consultancy—and the status of the options transfer—bore on Cahill’s independence, which in turn affected investors’ ability to bring an insider trading suit on behalf of the company, Joel Friedlander of Friedlander & Gorris PA argued on behalf of an Austrian asset ...