A couple of days ago, while perusing the Boston Globe, I found an article covering CVS' (NYSE:CVS) settlement of its shareholder class-action lawsuit. I tend to skip this type of news, but I stopped to take a peek this time because the agreed settlement totals a cool $110 million.
The lawsuit accused CVS and CEO Thomas M. Ryan of delaying merchandise discounts to prop up earnings, and withholding material information to keep the stock price afloat while exercising millions in options.
According to CVS, the lawsuit was settled to avoid the distractions associated with a trial; naturally, the company denies any wrongdoing. In case you missed the memo, nobody does anything wrong anymore -- or if they do, they certainly won't own up to it.
My Foolish colleague Seth Jayson and others have previously noted the amazing speed with which shareholder lawsuits pop up after a stock falls. Recent examples include DreamWorksAnimation (NYSE:DWA) and MBNA (NYSE:KRB). It's impressive that anyone could be so sure of wrongdoing in such a short amount of time, to say the least. For, now let's ignore the obvious risk of owning equities and the individual investor's responsibility to evaluate management before buying shares.
The merits of these lawsuits (or lack thereof) may make for an interesting discussion, but they don't really interest me. If I felt that these lawsuits actually helped improve company disclosures, I would feel positive about the whole process, regardless of a few bad apples here and there.
But it's hard to see how these lawsuits do much to improve disclosure, because the people who committed -- or are accused of -- the actual wrongs aren't being asked to pay up or serve time. Instead, one group of shareholders (most likely former shareholders) sues the company as a whole. Current shareholders, or the company's insurance, end up footing the bill.
There's little risk here for management that plays a little fast and loose with its disclosure, other than bad press. Until there's a way to require companies to improve their disclosure when slapped with a lawsuit, it's hard to see the majority of these suits as anything other than a giant waste of everyone's time and money.
We've entered this CVS-related Foolishness as evidence:
Nathan Parmelee has no financial interest in any of the companies mentioned. You can view his profile here. The Motley Fool has an ironclad disclosure policy.
