U.S. Steel directors win dismissal with prejudice of Section 14(a) claims

Client(s) Current and former directors and officers of United States Steel Corporation

Jones Day successfully defended current and former directors and officers of the United States Steel Corporation in a shareholder derivative lawsuit filed in the Western District of Pennsylvania. Plaintiffs asserted claims for violations of Section 14(a) of the Securities Exchange Act of 1934 and state law in connection with public statements about the Company's "Carnegie Way" transformation, including statements about its approach to Reliability Centered Maintenance. The court granted the defendants' motion to dismiss, dismissing the Section 14(a) claim with prejudice and declining to exercise supplemental jurisdiction over the state law claims. The court agreed with Jones Day's argument that the plaintiffs failed to show that a pre-suit demand was excused for the Section 14(a) claim, due to the exculpatory provision in U.S. Steel's charter. The court also agreed that the plaintiffs failed to plead transaction causation for the Section 14(a) claim.

In re United States Steel Corporation Derivative Litigation, Case No. 2:17-cv-01005-CB (W.D. Pa.)