Rebecca E. Boon

Accountability Through Shareholder Law

Rebecca E. Boon litigates securities fraud and shareholder-rights cases for institutional investors. Much of her work begins where employment conduct reaches the boardroom: directors receive warnings, public companies describe workplace conditions to investors, and senior officers decide whether to report a complaint beyond its first recipients. A shareholder case can then test the board’s response, the accuracy of public statements, or both.

The legal routes differ. In a derivative action, a stockholder pursues a claim belonging to the corporation, and any monetary recovery generally returns to the company. A securities class action seeks recovery for investors who bought or held securities under defined conditions and suffered a qualifying loss. Boon has worked in both forms. Her Fox and Guess matters sought relief for the companies; Signet sought cash for a certified investor class.

Those distinctions shape the remedy. A payment to a corporation can address past harm while new reporting duties govern what happens next. A class settlement can compensate investors for alleged misstatements after documents, testimony, and expert analysis have tested the claim. In each setting, counsel must connect workplace events to a corporate duty recognized by the governing law.

Boon’s work at Bernstein Litowitz Berger & Grossmann has concentrated on that connection. She served as a senior member of the Fox team, co-led the Signet trial team, and led the firm’s trial teams in Guess and Willis Towers Watson. She also co-founded and chairs Beyond #MeToo, a working group focused on corporate governance, compliance, and risk. Her practice treats workplace accountability as part of the information and supervision expected inside a public company.

Fox and a Direct Route to the Board

The Fox derivative action followed public allegations of sexual harassment and retaliation at Fox News. The plaintiff, City of Monroe Employees’ Retirement System, sued on behalf of Twenty-First Century Fox and alleged that directors and officers had failed to stop conduct that harmed the company. The defendants disputed the allegations, and the settlement contained no admission of wrongdoing.

Fox agreed to fund a $90 million payment to the company, after court-approved fees and expenses. The parties also created the Fox News Workplace Professionalism and Inclusion Council for five years. The board’s Nominating and Corporate Governance Committee had to authorize and oversee the council. A majority of its members came from outside the company, with nominations divided between Fox and the plaintiff and subject to mutual approval.

The council received a defined reporting line and practical tools. It reported to the board committee and separately to the chief executive of Fox News. It could place issues on its own agenda, meet in executive session, receive information about complaints and the company’s response, interview current and former workers, recommend investigations, hire consultants at company expense, and review data from anonymous workplace surveys. It also issued public reports, including minority reports when members disagreed.

Reporting continued on a schedule. The council had to report to the board at least twice a year during the first two years and at least annually during years three through five. Those reports had to contain enough detail to evaluate compliance and had to be posted publicly. At the end of the five-year term, any board decision to modify or end the council required a public explanation.

Boon’s assignment was part of a larger team led by lawyers including Max W. Berger and Mark Lebovitch. As a senior member of the trial team, she took board-member depositions, drafted substantial portions of the governing terms, and helped define which provisions the plaintiffs could accept. The negotiated document assigned each recurring task to a person or body instead of relying on a general promise of improvement.

Managers had to report harassment, discrimination, and retaliation. Company lawyers had to review related settlements, and Fox had to continue live training. The council could recommend discipline, reduced compensation, or termination when warranted. Later proxy statements described the council’s work and its reporting line to the board committee, allowing investors to identify who was responsible for carrying out the terms.

Signet and the Information Given to Investors

The Signet Jewelers securities case used a different claim. Public Employees’ Retirement System of Mississippi represented investors who alleged that Signet concealed problems in an in-house customer-credit program. They also alleged that public statements understated harassment claims described in a long-running employment proceeding. Signet and the individual defendants denied the investors’ claims.

Boon co-led the BLB&G trial team. Lead counsel drafted successive complaints, defeated much of a motion to dismiss, obtained class certification, and completed fact discovery and substantial expert work. The record included about 3.6 million pages produced by Signet and third parties, 31 depositions, and 20 expert reports addressing subjects that included loss causation, damages, accounting, retail lending, and workplace harassment.

Class certification required its own evidentiary work, including reports and depositions concerning whether investors could proceed together. Defendants sought appellate review under Federal Rule of Civil Procedure 23(f), and the parties briefed that petition while merits discovery continued. By settlement, counsel had tested the claims through pleadings, certification, fact witnesses, experts, and a contested appellate route.

Boon and the Signet team assembled two bodies of corporate information. Credit practices required evidence about underwriting, reserves, loan performance, and the sale of a portfolio. The workplace allegations required evidence about what management knew, what the company had said about the employment dispute, and whether the omitted information would have altered an investor’s view. The common securities question was whether the company’s statements left investors with a materially misleading account.

The parties reached a $240 million cash settlement after three full-day mediation sessions. In July 2020, the federal court approved the settlement, the allocation plan, and the fee and expense award. The certified class covered investors who acquired Signet common stock from August 29, 2013, through May 25, 2017, and met the remaining requirements. Eligible claimants shared the net fund through the court-approved process.

Signet placed workplace evidence inside the familiar demands of a securities case: falsity, materiality, loss causation, damages, and class-wide proof. Boon and the team developed that evidence alongside the company’s credit records and the market’s response to successive disclosures. By settlement, the record included pleadings, certification rulings, document discovery, depositions, and expert reports.

Guess and Duties That Continue

The Guess derivative action returned to board oversight. Employees’ Retirement System of Rhode Island sued on behalf of Guess after allegations of sexual misconduct involving company co-founder Paul Marciano and the board’s response. The complaint asserted fiduciary-duty claims against Marciano and other directors. The defendants denied wrongdoing, and the eventual settlement resolved contested claims without an admission.

Boon led the BLB&G trial team, working with Gregory V. Varallo, Mae Oberste, and counsel from two other firms. The October 2023 settlement assigned $22 million for payment after final judgment and gave Guess the right to the first $8 million recovered in specified insurance litigation. Together, those components defined a $30 million monetary term. The second portion remained contingent on the insurance recovery identified in the stipulation.

The nonmonetary terms protected current and prospective Guess models under a sexual-harassment policy. An independent committee would review reported violations and recommend consequences to the board. Guess also agreed to appoint two new independent directors. The policies became mandatory upon final approval, with provisions that did not depend on director elections due within 30 days and the new directors due by the specified annual-meeting deadline.

The Delaware Court of Chancery approved the settlement in January 2024 as fair, reasonable, and adequate for Guess and its stockholders. Fox had established an outside council with direct access to a board committee and public reporting. Guess addressed a different company with a policy for models, an independent review body, and new directors. Boon’s assignment grew from senior team member at Fox to leader of the BLB&G trial team at Guess.

The Litigation Work Behind the Remedy

Workplace cases form one part of Boon’s shareholder practice. In the Willis Towers Watson proxy litigation, investors alleged that Towers shareholders received materially incomplete proxy materials before voting on the merger with Willis. The claimed omission concerned discussions about a prospective compensation package for the executive expected to lead the combined company. Defendants contested the claims.

The district court first dismissed the federal action. The Fourth Circuit reversed in 2019 and returned the case for further proceedings. The parties then litigated renewed dismissal motions, completed discovery, obtained certification of a federal class, and briefed expert and summary-judgment issues. Boon led the BLB&G trial team. In 2021, the federal court approved a $75 million settlement, while the Delaware Court of Chancery approved a related $15 million settlement of fiduciary-duty claims.

Willis moved Boon’s disclosure work into a merger proxy. Counsel had to identify what the proxy said, what company leaders knew, what shareholders already understood, and whether the disputed information would have changed the total mix available before the vote. The appellate ruling, discovery record, class certification, and coordinated settlements each answered a separate part of that case.

A Current Test in Delaware

Boon now represents Los Angeles City Employees’ Retirement System in a derivative action brought on behalf of eXp World Holdings. The complaint alleges that company leaders failed to respond in good faith to repeated warnings about sexual assault and drugging involving real-estate agents at company events. It seeks to hold directors and officers responsible for harm allegedly suffered by the corporation. The defendants moved to dismiss.

In January 2026, the Delaware Court of Chancery denied the motion as to claims against the company’s founder and the director defendants. The court held that workplace sexual misconduct can produce corporate harm sufficient to support a fiduciary-duty claim and that the complaint adequately pleaded demand futility. It dismissed one proposed count that sought to impose oversight duties on a stockholder control group in that capacity.

The court addressed whether the pleaded claims could proceed and made no final findings about the allegations or liability. Boon serves with Hannah Ross, Gregory V. Varallo, and lawyers from the Los Angeles City Attorney’s Office as counsel for the pension system. The surviving claims now move forward under the limits stated in the opinion.

That pleading-stage result leaves the pension system to prove its allegations against the founder and directors in the surviving counts. It also leaves the control-group theory outside the case. Boon’s current assignment proceeds on the duties the court held reasonably conceivable: an officer’s loyalty and directors’ good-faith response to red flags.