In re Tyson Foods, Inc. (Tyson I)

After Tyson Foods shareholders approved a 2001 stock incentive plan letting the Compensation Committee award options priced no lower than fair market value at grant, shareholder Eric Mayer and others (plaintiffs) sued eighteen directors and officers, alleging the Committee improperly "spring-loaded" options on four occasions — granting them shortly before information likely to raise the stock price was released, thereby increasing option value while contravening the plan's fair-market-value pricing restriction. The directors moved to dismiss, arguing they were disinterested, independent directors entitled to business judgment rule protection.