Bottini & Bottini is serving as a member of the Executive Committee in the Pinterest shareholder derivative action. Prior to filing the action, Plaintiff propounded a shareholder inspection demand and obtained confidential documents from Pinterest.
Plaintiff then filed a lawsuit on 12/29/2020 in San Francisco. The complaint alleges breaches of fiduciary duty, among other claims, against certain current and former officers and directors of Pinterest. Plaintiffs allege that the Individual Defendants breached their fiduciary duties in connection with, among other things, (1) a pattern of employment discrimination and retaliation by certain executives at the Company; (2) failures of oversight by the Board; (3) waste of corporate assets, abuse of control, and unjust enrichment; and (4) a violation of Section 14(a) of the Securities Exchange Act of 1934.
The Pinterest Board of Directors also formed a Special Committee and empowered it to investigate and address concerns raised by former Pinterest employees regarding company culture and other issues. Directors Kilgore, Levine, Reynolds, and Wilson were selected to serve on the Special Committee, and Ms. Wishom joined when she became a director. After engaging independent counsel at WilmerHale, fair employment experts at DCI Consulting Group, and diversity, equity, and inclusion expert Dr. Arin Reeves of Nextions, the Special Committee began its review. Following a careful review (including interviews with 350 current and former employees), in December 2020, the Special Committee publicly released its recommendations to
enhance Pinterest’s culture.
Plaintiffs litigated the action, but were also ordered to engage in a mediation before Magistrate Judge Spero. Prior to doing so, Plaintiffs’ Counsel reviewed internal documents produced by Pinterest. These documents included, among other things, (1)
minutes, agendas, board presentations, and other materials relating to regularly conducted and special meetings of the Board and Board committees; (2) internal Pinterest policies and procedures; and (3) materials relating to the independence of the members of the Special Committee. Plaintiffs’ Counsel also conducted numerous meetings and phone calls with Pinterest’s counsel. Plaintiffs’ Counsel asked the Special Committee’s counsel for detailed descriptions of the Special Committee’s process and progress in its investigation and explored.
A settlement of the action was ultimately reached. On 2/16/2022, the Hon. William Alsup granted preliminary approval of the settlement and ordered notice to be provided to Pinterest shareholders. A copy of the notice can be found below.