KeyCorp Derivative Litigation

In KeyCorp, The Weiser Firm served as lead counsel and produced what it believes to be the first-ever settlement of any “say-on-pay” derivative action. The KeyCorp derivative action was based on allegations of misconduct arising from the failure of the KeyCorp Board of Directors to amend the executive compensation awarded for 2009, even though a majority of KeyCorp’s voting stockholders rejected such compensation in a “say on pay” vote. The settlement of the KeyCorp case provided for a series of corporate governance measures related to: (a) the ideological underpinnings of compensation principles at KeyCorp; (b) the actual award of executive compensation at KeyCorp; (c) the disclosure of those decisions and ideology in KeyCorp’s financial filings; (d) the composition of the KeyCorp Board, its sub-committees, and their advisors; and (e) KeyCorp’s and its Board’s ongoing relationship with KeyCorp shareholders. In addition, pursuant to the KeyCorp settlement, certain of the defendants relinquished highly-valuable economic rights which existed under their respective employment contracts.;
In re KeyCorp Derivative Litig., No. 1:10-cv-01786-DAP (N.D. Ohio 2010).