No Attorney Fees For Plaintiff Firm That Spurred Supplementary Disclosure

A plaintiff law firm demanded that Astoria Financial Corporation disclose whether and how it had responded to a say-on-pay vote. In response, the company filed additional information with the Securities and Exchange Commission and no lawsuit was filed. But the plaintiffs then demanded the company cover attorney fees associated with the original demand letter. A judge in the Court of Chancery of the State of Delaware denied the request, an outcome that Winston & Strawn LLP attorney Michael S. Melbinger says, “should be reassuring to any company facing the decision of whether to file a supplement to the proxy statement to address disclosure issues raised by a plaintiffs’ firm, which are not material, but which could be clarified with some additional disclosure.”