Friday, October 10, 2008

How STT's Directors Defended Themselves from The Jorstad Complaint

Readers who have seen the exhibits below (see The Jorstad Complaint entry) have been astonished at the heavy-handed manner in which the Directors tried to eject Jorstad from the Salary Savings Program, and to sell the other shares he holds in his retirement accounts.

Here's how the Directors instructed their corporate defense attorneys to defend their conduct:

First, they filed a motion to dismiss, saying that Jorstad failed to state a claim upon which relief can be granted, and saying that the Federal Court had no jurisdiction to hear the matter. The motion was signed (under pains of Rule 11 sanctions, for you lawyer types) by John D. Donovan, Jr. (a partner at Ropes & Gray) and by Christopher G. Green (who was willing to sign it to further his partner ambitions).

Backing up their dismissal motion, the Directors signed off on the following legal argument (characterizing their heavy-handed demand that Jorstad sell his shares under threat that the Corporate Actors would pursue criminal charges against his partner, Smith, as being merely an "offer" that Jorstad "divest" his shares).

Draw your own conclusions.

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