Rebecca E. Boon

Derivative and Securities Remedies

Boon litigates for public funds and other large investors in both of shareholder law's principal forms. In a derivative action, a stockholder pursues a claim belonging to the corporation, and monetary recovery generally returns to the company. A securities class action seeks recovery for investors who acquired securities under defined conditions and suffered a qualifying loss.

Her Fox and Guess matters sought relief for the companies; Signet sought cash for a certified investor class. 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 on corporate governance, compliance, and risk that provides a neutral forum for developing the next generation of policy prescriptions and best practices on workplace misconduct, harassment, and discrimination.

Fox: $90 Million and a Direct Route to the Board

The Fox derivative action followed public allegations of sexual harassment and retaliation at Fox News. The City of Monroe Employees’ Retirement System sued on behalf of Twenty-First Century Fox, alleging that directors and officers had failed to stop conduct that harmed the company. Boon helped convert the governance claims into a $90 million corporate recovery after payment of court-approved attorneys’ fees and litigation expenses, together with a five-year workplace-professionalism and oversight program.

The settlement created the Fox News Workplace Professionalism and Inclusion Council for five years under the board’s Nominating and Corporate Governance Committee. A majority of the council’s members came from outside the company, with nominations divided between Fox and the plaintiff and subject to mutual approval.

The council could set 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, review anonymous workplace-survey data, and report directly to the board committee and the chief executive of Fox News. It issued public reports, including minority reports when members disagreed.

As a senior member of the trial team, Boon took board-member depositions, drafted substantial portions of the governing terms, and helped define duties concerning reporting, investigation, oversight, discipline, and public disclosure. Managers had to report harassment, discrimination, and retaliation; company lawyers had to review related settlements; and Fox had to continue live training. The structure gave workplace complaints something they had lacked: a direct, independent route to the board.

Signet: A $240 Million Investor Settlement

The Signet Jewelers securities case combined evidence about an in-house customer-credit program with harassment claims described in a long-running employment proceeding. The Public Employees’ Retirement System of Mississippi represented investors, and Boon co-led the BLB&G trial team.

Boon helped develop successive complaints, class proof, about 3.6 million pages of discovery, 31 depositions, and 20 expert reports. The credit evidence addressed underwriting, reserves, loan performance, and a portfolio sale. The workplace record addressed what management knew, what the company had disclosed about the employment dispute, and whether omitted information altered the total mix available to investors.

The team carried the case through dismissal briefing, class certification, fact discovery, substantial expert work, and a contested Rule 23(f) petition. After three full-day mediation sessions, the parties reached a $240 million cash settlement.

In July 2020, the federal court approved the settlement and allocation plan. The certified class covered qualifying investors who acquired Signet common stock from August 29, 2013, through May 25, 2017, and the court-approved process distributed the recovery among eligible claimants.

The final order awarded counsel 25% of the settlement fund after deduction of court-approved litigation expenses, reimbursed $3,149,815.55 in litigation expenses, and awarded $25,410 to the lead plaintiff for class-representation costs.

Guess: Monetary Relief and Continuing Duties

The Guess derivative action followed allegations of sexual misconduct involving company co-founder Paul Marciano and the board’s response. Boon led the BLB&G trial team in developing fiduciary-duty claims and negotiating a resolution that combined monetary rights, an independent review structure, protections for models, and two new independent directors.

The settlement assigned $22 million for payment after final judgment and gave Guess the right to the first $8 million recovered in specified insurance litigation. The second component remained tied to 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, and Guess agreed to appoint two new independent directors.

The Delaware Court of Chancery approved the settlement in January 2024 as fair, reasonable, and adequate for Guess and its stockholders. The approved resolution paired immediate monetary relief with review, policy, and board reforms — protections aimed directly at the people the underlying allegations concerned.

Willis Towers Watson: Reversal and Two Settlements

In the Willis Towers Watson proxy litigation, investors challenged the completeness of materials provided before a merger vote, focusing on discussions about prospective compensation for the executive expected to lead the combined company. Boon’s team developed the executive-compensation communications, merger process, proxy disclosures, and shareholder-vote record.

Boon’s team won a Fourth Circuit reversal in 2019 that returned the action for further proceedings. The parties then litigated renewed 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 — parallel recoveries in two courts from a single reconstructed transaction.

A Voice Beyond the Courtroom

Boon co-leads BLB&G's Women's Committee alongside her chairmanship of Beyond #MeToo. In recognition of that work, she received a Lifetime Achievement Award at the New York City Bar Association's 5th Annual International Law Conference on the Status of Women in 2024. She is a nationally recognized voice on effecting social change through the plaintiffs' bar, lecturing at law schools, universities, and conferences in the United States and abroad on ESG, corporate governance, and shareholder litigation, and publishing in outlets including Bloomberg Law, Law360, and Responsible Investor.

She serves as junior vice president of the Institute for Law and Economic Policy's advisory board and is a fellow of the American Bar Foundation.

Education and Admission

Boon earned her B.A. from Vassar College in 2004, where she was a Social Justice Community Fellow, and her J.D., cum laude, from Hofstra University School of Law in 2007. She is admitted in New York.