Shareholder Files Suit Against Bayer Over 'Disastrous' Monsanto Acquisition
By Carey Gillam
A California shareholder of Bayer AG on Friday filed a lawsuit against the companies' top executives claiming they breached their duty of "prudence" and "loyalty" to the company and investors by buying Monsanto Co. in 2018, an acquisition the suit claims has "inflicted billions of dollars of damages" on the company.
Plaintiff Rebecca R. Haussmann, trustee of the Konstantin S. Haussmann Trust, is the sole named plaintiff in the suit, which was filed in New York County Supreme Court. The named defendants include Bayer CEO Werner Baumann, who orchestrated the $63 billion Monsanto purchase, and Bayer Chairman Werner Wenning, who announced last month he was stepping down from the company earlier than planned. The suit claims that Wenning's decision came after Bayer improperly obtained a copy of the then-draft shareholder lawsuit "through corporate espionage."
The lawsuit also claims that Bayer's recent announcement of an audit of its acquisition actions is "bogus" and "part of the ongoing cover-up and intended to create a legal barrier to this case to protect Defendants from their accountability…"
The action is a shareholder derivative complaint, meaning it is brought on behalf of the company against company insiders. It seeks compensatory damages for shareholders and disgorgement of "all compensation paid to the Bayer Managers and Supervisors who participated in bringing about this Acquisition…" The suit also seeks return of funds paid to banks and law firms involved in the acquisition.
The defendants include not only Baumann and Wenning, but also some present and former Bayer directors and top managers, as well as BOFA Securities, Inc., Bank of America, Credit Suisse Group AG and the law firms of Sullivan & Cromwell LLP and Linklaters LLP.
A Bayer spokesman did not respond to a request for comment.
The lawsuit comes a little more than a month before Bayer's April 28 annual shareholders' meeting in Bonn, Germany. At last year's annual meeting, 55 percent of shareholders registered their unhappiness with Baumann and other managers over the Monsanto deal and the subsequent loss of roughly $40 billion in market value.
Bayer's purchase of Monsanto has been clouded by tens of thousands of lawsuits alleging Monsanto's glyphosate-based herbicides cause non-Hodgkin lymphoma and that the company deceived customers about the risks. Bayer proceeded with the acquisition even after the International Agency for Research on Cancer in 2015 classified glyphosate as a probable human carcinogen with a positive association to non-Hodgkin lymphoma, and despite knowledge of the spreading legal claims.
Bayer then completed the Monsanto purchase just two months before the first Roundup cancer trial ended with a $289 million verdict against the company. Since that time two more trials have ended in similar findings against the company with verdicts totaling more than $2 billion, though the trial judges in each case have lowered the verdicts. All are now on appeal.
Bayer has said there are more than 45,000 plaintiffs currently making similar claims. The company has been working to settle the lawsuits for a figure widely reported to be around $10 billion but has thus far not been successful in putting an end to the litigation.
The lawsuit claims that during 2017 and 2018, as the filing of new Roundup cancer lawsuits was escalating, the ability of Bayer management to conduct due diligence into Monsanto and the litigation risks was "severely restricted." As a result, "Bayer could not conduct the kind of intrusive and thorough due diligence into Monsanto's business and legal affairs called for under the circumstances."
The suit claims that Monsanto did not disclose a material risk from Roundup and failed to quantify any potential financial impact. Monsanto's executives "had every incentive to minimize the Roundup risk in order to get Bayer to close the deal," the lawsuit states.
The shareholder lawsuit claims that "these types of mass-tort cases… can destroy a company."
The lawsuit points to the fact that Monsanto's glyphosate herbicides are now being restricted and/or banned in many parts of the world, including in Germany.
"The Monsanto Acquisition is a disaster. Roundup is doomed as a commercial product," the lawsuit states.
Reposted with permission from U.S. Right to Know.
- Cancer Takes Toll as New Roundup Trials Near - EcoWatch ›
- Bayer Apologizes Over Secret List of Monsanto Critics - EcoWatch ›
- Bayer and BASF Ordered to Pay $265 Million to U.S. Peach Farmer ... ›
By Astrid Caldas
As we reach the official end of hurricane season, 2020 will be one for the record books. Looking back at these long, surprising, sometimes downright crazy past six months (seven if you count when the first named storms actually started forming), there are many noteworthy statistics and patterns that drive home the significance of this hurricane season, and the ways climate change may have contributed to it.
A summary infographic showing hurricane season probability and numbers of named storms predicted from NOAA's 2020 Atlantic Hurricane Season Outlook. NOAA
The updated 2020 Atlantic hurricane season probability and numbers of named storms. NOAA
- Tropical Storm Theta Is Record-Breaking 29th Storm of 2020 ... ›
- Hurricane Delta Breaks Record for Earliest 25th Named Storm ... ›
EcoWatch Daily Newsletter
By Dana Drugmand
An unprecedented climate lawsuit brought by six Portuguese youths is to be fast-tracked at Europe's highest court, it was announced today.
The European Court of Human Rights said the case, which accuses 33 European nations of violating the applicants' right to life by disregarding the climate emergency, would be granted priority status due to the "importance and urgency of the issues raised."
‘Protect Our Future’<p>Cláudia Agostinho (21), Catarina Mota (20), Martim Agostinho (17), Sofia Oliveira (15), André Oliveira (12) and Mariana Agostinho (8) are <a href="https://www.desmogblog.com/2020/09/03/youth-climate-lawsuit-portugal-33-european-countries" target="_blank">bringing the case</a> with nonprofit law firm Global Legal Action Network (<span style="background-color: initial;">GLAN</span>), arguing that none of the countries have sufficiently ambitious targets to cut their emissions.</p><p>Portugal recently sweltered through its <a href="https://www.ipma.pt/pt/media/noticias/news.detail.jsp?f=/pt/media/noticias/textos/resumo-clima-julho-20.html" target="_blank">hottest July in 90 years</a> and has seen a rise in devastating heatwaves and wildfires over recent years due to rising temperatures. Four of the applicants live in Leiria, one of the regions worst-hit by the forest fires that killed more than 120 people in 2017. </p><p>Responding to the development, André Oliveira, 12, said: "It gives me lots of hope to know that the judges in the European Court of Human Rights recognise the urgency of our case." </p><p>"But what I'd like the most would be for European governments to immediately do what the scientists say is necessary to protect our future. Until they do this, we will keep on fighting with more determination than ever."</p>
‘Highly Significant'<p>The decision represents a "highly significant" step, <a href="https://www.glanlaw.org/about-us" target="_blank">GLAN</a> Director Dr. Gearóid Ó Cuinn said in a <a href="https://youth4climatejustice.org/" target="_blank">press release</a>.</p><p>"This is an appropriate response from the Court given the scale and imminence of the threat these young people face from the climate emergency," he added. </p><p>By suing the 33 countries all together, the youths aim to compel these national governments to act more aggressively on climate through a single court order, which would potentially be more effective than pursuing separate lawsuits or lobbying policymakers in each country.</p><p>If successful, the defendant countries would be legally bound not only to ramp up emissions cuts, but also to tackle overseas contributions to climate change including those of their multinational enterprises.</p>
‘Major Hurdle’<p>The <a href="https://youth4climatejustice.org/the-case/" target="_blank" rel="noopener noreferrer">countries targeted</a> include all of the European Union member states as well as Norway, Russia, Switzerland, Turkey, Ukraine and the United Kingdom, none of which are currently aligned with <a href="https://www.ecowatch.com/tag/paris-agreement">Paris agreement</a> target to limit global temperature rise to well below 2 degrees C (3.6 degrees F) and pursue a limit of 1.5 degrees C (2.7 degrees F).<a href="https://climateactiontracker.org/countries/" target="_blank" rel="noopener noreferrer"> </a></p><p><a href="https://climateactiontracker.org/countries/" target="_blank" rel="noopener noreferrer">Climate Action Tracker rates</a> most of Europe as "insufficient" in terms of its emissions reduction policies based on the Paris target, while Ukraine, Turkey and Russia are assessed as "critically insufficient" – meaning they are on track for a warming of 4 degrees C or higher.</p><p>The European Union has pledged to slash its emissions by <a href="https://ec.europa.eu/clima/policies/eu-climate-action/2030_ctp_en" target="_blank" rel="noopener noreferrer">at least 55 percent by 2030</a>. But the Portuguese youth plaintiffs are calling for cuts of at least 65 percent by 2030, a level that <a href="http://www.caneurope.org/energy/climate-energy-targets" target="_blank" rel="noopener noreferrer">European climate campaigners say</a> is necessary to meet the 1.5 degrees warming limit.</p><p> The 33 countries must each respond to the youths' complaint by the end of February, before lawyers representing the plaintiffs will respond to the points of defense. </p><p>"Nothing less than a 65 percent reduction by 2030 will be enough for the EU member states to comply with their obligations to the youth-applicants and indeed countless others," Gerry Liston, legal officer with GLAN, said in a press release.</p><p>"These brave young people have cleared a major hurdle in their pursuit of a judgment which compels European governments to accelerate their climate mitigation efforts."</p><p><span></span><em>Reposted with permission from <a href="https://www.desmogblog.com/2020/11/29/court-advances-landmark-youth-climate-lawsuit-against-33-european-nations" target="_blank">DeSmog</a>. </em></p>
Will concern over the climate crisis stop people from having children?
- 'BirthStrike' Movement Encourages People to Stop Having Children ... ›
- Should You Have Kids Despite Climate Change? - EcoWatch ›
By Liz Kimbrough
Six grassroots environmental activists will receive the prestigious Goldman Environmental Prize in a virtual ceremony this year. Dubbed the "Green Nobel Prize," this award is given annually to environmental heroes from each of the world's six inhabited continents.
Kristal Ambrose, the Bahamas<img lazy-loadable="true" src="https://assets.rebelmouse.io/eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJpbWFnZSI6Imh0dHBzOi8vYXNzZXRzLnJibC5tcy8yNDg0NzI3MC9vcmlnaW4uanBnIiwiZXhwaXJlc19hdCI6MTY1MDM5NTk5MX0.fdMrrUqf0HvWq0Uh0Ii3mXxJczHPyN1jcnSsQoXoerE/img.jpg?width=980" id="b9e66" class="rm-shortcode" data-rm-shortcode-id="b8b8777f7964bb7100672b3be0abf3fe" data-rm-shortcode-name="rebelmouse-image" />
Kristal Ambrose. Goldman Environmental Prize
Chibeze Ezekiel, Ghana<img lazy-loadable="true" src="https://assets.rebelmouse.io/eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJpbWFnZSI6Imh0dHBzOi8vYXNzZXRzLnJibC5tcy8yNDg0NzM2MS9vcmlnaW4uanBnIiwiZXhwaXJlc19hdCI6MTY1MTgzOTE3OX0.KoEZr3oMPKbeG2uT8q-ZsGPOGtIZ3l6V6NXEK5U90FU/img.jpg?width=980" id="65224" class="rm-shortcode" data-rm-shortcode-id="6ec640a8ba56a4db22b57e4f8734a7a4" data-rm-shortcode-name="rebelmouse-image" />
Chibeze Ezekiel. Goldman Environmental Prize
Nemonte Nenquimo, Ecuador<img lazy-loadable="true" src="https://assets.rebelmouse.io/eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJpbWFnZSI6Imh0dHBzOi8vYXNzZXRzLnJibC5tcy8yNDg0NzM2Ny9vcmlnaW4uanBnIiwiZXhwaXJlc19hdCI6MTYwNzYxODYwM30.cys5ZsFGd75UcjybADGBPFt20jrzgrsFujoj_qMTK4E/img.jpg?width=980" id="96b5a" class="rm-shortcode" data-rm-shortcode-id="0778ab7334e3297e0ead52d5fd1499e5" data-rm-shortcode-name="rebelmouse-image" />
Nemonte Nenquimo. Goldman Environmental Prize
Leydy Pech, Mexico<img lazy-loadable="true" src="https://assets.rebelmouse.io/eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJpbWFnZSI6Imh0dHBzOi8vYXNzZXRzLnJibC5tcy8yNDg0NzQwNy9vcmlnaW4uanBnIiwiZXhwaXJlc19hdCI6MTY0NzkzOTYzOH0.uHlN2FQoJJ_KFJWTn4oL__lDyjA0-HDnxewBhwgQRVg/img.jpg?width=980" id="9ab07" class="rm-shortcode" data-rm-shortcode-id="ccc347126d4ce9ddbb3b9c1b4673391b" data-rm-shortcode-name="rebelmouse-image" />
Leydy Pech. Goldman Environmental Prize
Lucie Pinson, France<img lazy-loadable="true" src="https://assets.rebelmouse.io/eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJpbWFnZSI6Imh0dHBzOi8vYXNzZXRzLnJibC5tcy8yNDg0NzQxMS9vcmlnaW4uanBnIiwiZXhwaXJlc19hdCI6MTY2NzE0NTU1NX0.OutmX3sfl4pMaoYssTQ4zk7Y14_hans7-Z-0B0xsjfM/img.jpg?width=980" id="4bcd7" class="rm-shortcode" data-rm-shortcode-id="4bff14750dc0a70fc79e9484ea2bdbd4" data-rm-shortcode-name="rebelmouse-image" />
Lucie Pinson. Goldman Environmental Prize
Paul Sein Twa, Myanmar<img lazy-loadable="true" src="https://assets.rebelmouse.io/eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJpbWFnZSI6Imh0dHBzOi8vYXNzZXRzLnJibC5tcy8yNDg0NzQxNS9vcmlnaW4uanBnIiwiZXhwaXJlc19hdCI6MTY1NDAyNjU0MH0.DHrKykngmcJyJ5rn4r91ANH7FmQ7Us6ZMEOis8yAzGY/img.jpg?width=980" id="8fa36" class="rm-shortcode" data-rm-shortcode-id="0e703d62288df00931cd678c861c6e0b" data-rm-shortcode-name="rebelmouse-image" />
Paul Sein Twa. Goldman Environmental Prize
- 'Erin Brockovich of Slovakia' Becomes Slovakia's First Female ... ›
- 'Work Together' or 'Destroy it': Goldman Prize Winner on World's ... ›
- World's Largest Environmental Prize Honors Historic Number of ... ›
- 'Moved and Inspired': Meet the 2019 Goldman Environmental Prize ... ›
A large volcano in Indonesia erupted Sunday, sending a plume of smoke and ash miles into the air and forcing thousands of residents to evacuate the region.
- Australia Is Burning. Jakarta Is Drowning. Welcome to 2020 ... ›
- Scientists Weigh Volcano's Global Impact as Bali Residents Evacuate ›
- 1,400 Dead, 70,000 Homeless After Earthquake and Tsunami in ... ›