Berens & Miller, P.A.
3720 IDS Center 80 South Eighth Street
Minneapolis, MN 55402
Phone: (612) 349-6171 Fax: (612) 349-6416
Special Litigation Committee Representation
The attorneys of Berens & Miller have particular experience in Special Litigation Committee work. Notably, Ms. Berens led the representation of the Special Litigation Committee for the UnitedHealth Group Shareholder Derivative litigation involving stock option backdating. The UnitedHealth special litigation committee (“SLC”) was composed of two Minnesota Supreme Court Justices, former Chief Justice Kathleen A. Blatz and former Justice Edward C. Stringer. The SLC spent fifteen months investigating UnitedHealth’s stock option practices from 1994-2005, including conducting fifty witness interviews and reviewing thousands of source documents. The class action plaintiffs argued to the Minnesota Supreme Court that the federal district court should be allowed to review the substance of the settlement to determine if it was fair, reasonable, and adequate or in the best interest of the company. The Minnesota Supreme Court disagreed and held that the Minnesota business judgment rule requires a reviewing court to defer to a special litigation committee's decision to settle a shareholder derivative action if the proponent of that decision demonstrates that (1) the members of the committee possessed a disinterested independence and (2) the committee's investigative procedures and methodologies were adequate, appropriate, and pursued in good faith.