So, you probably heard about this
Transocean Ltd. gave its top executives bonuses for achieving the "best year in safety performance in our company's history" — despite the explosion of its oil rig that killed 11 people and spilled 200 million gallons of oil into the Gulf of Mexico.
After the news broke, this happened
Executives at the offshore drilling contractor at the center of last year's Gulf of Mexico oil spill are donating bonuses they got for the company's safety record last year.
The decision announced Tuesday comes just days after Transocean Ltd. disclosed the bonuses deep in a regulatory filing, triggering intense criticism.
But you know what's still out there? This
Agenda Item 2 in the [Transocean] proxy is even more eye-opening. To hear the company tell it, the provision is an attempt to "discharge the members of the Board of Directors and our executive management from liability for their activities during fiscal year 2010," explicitly including the rig explosion and oil spill. It would, Transocean says, not only prevent many shareholders from suing directors and officers entirely — whether by taking part in existing lawsuits or future ones — it would give other shareholders a narrow window of just six months to sue.
Those who vote for the measure give up their right to sue altogether, Transocean says.
Derivative lawsuits, of course, seek to hold directors and officers accountable for damage to a company, with plaintiff shareholders acting on behalf of the company and other shareholders as a group. Transocean’s proxy provision applies to "facts that have been disclosed to shareholders (including through any publicly available information, whether or not included in our filings with the SEC)" — which could be read to encompass even the voluminous materials filed in court or with public inquiry panels.