International Brotherhood of Electrical Workers Local No. 129 Benefit Fund v. Tucci
Massachusetts Supreme Judicial Court
70 N.E.3d 918 (2017)
After EMC Corporation merged with Dell, the International Brotherhood of Electrical Workers Local No. 129 Benefit Fund and other EMC shareholders (plaintiffs) sued EMC's CEO Joseph Tucci (defendant) directly, alleging he breached his fiduciary duty by failing to maximize EMC's stock value. Under Massachusetts law, directors must discharge fiduciary duties in the corporation's best interests, though they may consider shareholder interests as part of that inquiry. The superior court dismissed the complaint as an improper direct suit rather than a derivative one, and the plaintiffs appealed.
Whether, subject to two exceptions, shareholders of a publicly traded corporation may bring a claim for breach of fiduciary duty directly against the corporation's board members.