Rawcliffe v. Anciaux

The Supreme Court affirmed the district court’s dismissal of Plaintiff’s claims under Utah R. Civ. P. 12(b)(6) without prejudice. In his complaint, Plaintiff, a shareholder of USANA Health Sciences, Inc., alleged that USANA’s board of directors and several of its officers authorized and received spring-loaded, stock-settled stock appreciation rights (SSARs). Plaintiff acknowledged that the issuance of the spring-loaded SSARs complied with the terms of the company’s compensation plan but that it violated the underlying “spirit” of the plan. Plaintiff also alleged that the company’s Compensation Committee members breached their fiduciary duties and wasted corporate assets. The Supreme Court affirmed the district court’s dismissal of the case without prejudice, holding that because spring-loading SSARs did not constitute a per se violation of USANA’s compensation plan, Plaintiff failed to allege any facts supporting the inference that Defendants intended to harm or actually harmed the corporation. View "Rawcliffe v. Anciaux" on Justia Law