August 7, 2026  ·  Complaint filed August 6, 2026  ·  paed, No. 2:26-cv-05599

Newman News, By David Brunk

Read the filing

FMC Corporation Derivative Litigation: Stockholder Alleges Concealment of Material Risks

A verified stockholder derivative complaint filed August 6, 2026, alleges that FMC Corporation’s directors and officers systematically concealed material risks to the company’s flagship Rynaxypyr insecticide franchise, including excess channel inventories, collapsing demand, and generic competition, while publicly touting growth and patent strength. The suit, brought by stockholder Johanna Dwyer on behalf of FMC, names former CEO Mark A. Douglas, current CEO Pierre R. Brondeau, CFO Andrew D. Sandifer, and eleven other current and former directors as defendants. FMC is named as a nominal defendant.

The complaint highlights FMC’s financial scale, noting that the company reported $5.5 billion in revenue and $1.4 billion in EBITDA during the relevant period. However, the suit alleges that these figures masked underlying financial strains, including a projected free cash flow guidance for 2023 of negative $750 million at the midpoint, reflecting a sharp decline in cash from operations, which fell by $316 million. (Compl. ¶148). The complaint further alleges that the defendants' actions led to a covenant leverage ratio of 3.8x, which was not viewed as acceptable relative to the covenant maximum of 4.0x, and a net debt-to-EBITDA ratio of 3.3x. (Compl. ¶48, ¶49).

Rynaxypyr’s Central Role and the $1.2 Billion Acquisition

The complaint centers on FMC’s 2017 acquisition of Diamide Products, including the insecticides Rynaxypyr and Cyazypyr, from DuPont for $1.2 billion. The acquisition was expected to generate billions in revenue and establish FMC as a leading agricultural company. At the time of the acquisition, the Diamide Products franchise was valued at approximately $1 billion. By 2023, the complaint alleges, the franchise had grown to $2.1 billion, underscoring its critical role in FMC’s portfolio. The global insecticide market, in which FMC competes, was valued at $16 billion, while the broader global agricultural market referenced in the complaint was sized at $65 billion. Rynaxypyr, in particular, was described by Brondeau as the "single-largest IP-protected crop protection molecule on the market today," with the complaint quoting him directly: "We believe Rynaxypyr is the single-largest IP-protected crop protection molecule on the market today." (Compl. ¶56).

The complaint alleges that FMC’s intellectual property protections for Diamide Products included composition patents, process patents, formulation patents, use patents, and application patents. The suit contends that these protections faced challenges beginning in 2022, which the defendants allegedly failed to adequately disclose to investors. The complaint further alleges that FMC’s long-term financial targets, established in 2018, included 5-7% revenue growth and 7-9% EBITDA growth, with R&D spending targeted at 6-7% of revenue and EBITDA margins of 26-27%.

The complaint also details the compensation received by key executives during the relevant period, which the suit alleges contributed to the defendants' incentives to conceal material risks. Mark A. Douglas, who served as President and CEO from 2020 to 2024, received total compensation of $20,693,336.00. Andrew D. Sandifer, Executive Vice President, CFO, and Treasurer since 2018, received total compensation of $6,499,721.00. Pierre R. Brondeau, who served as CEO from 2010 to 2020 and resumed the role in 2024 while continuing as Chairman of the Board, received total compensation of $780,135.00. (Compl. ¶Amounts).

Patent Invalidations and Generic Competition

The complaint alleges that the defendants failed to disclose a series of adverse legal rulings that impacted FMC’s patent protections for Rynaxypyr. These included:

• A September 12, 2022, ruling by the China National Intellectual Property Administration invalidating FMC’s process patent for a Rynaxypyr intermediate. The complaint alleges that FMC disclosed this ruling in its third-quarter 2022 10-Q but downplayed its significance, stating that it did "not believe" the decision would materially impact enforcement in other countries. (Compl. ¶95). The complaint further alleges that the China Patent Review Board ruled two FMC patents invalid in China during the third quarter of 2022, a fact that was similarly downplayed in FMC’s disclosures. (Compl. ¶95).
• A September 16, 2022, Brazilian court order calling for regulatory assessments of Rainbow Agro’s generic Rynaxypyr product.
• A September 19, 2022, ruling by the Delhi High Court vacating FMC’s injunction against Natco Pharma, which subsequently launched a competing product, Natgen, in India. The court accused FMC of "evergreening" its patents and suppressing material facts. (Compl. ¶65).
• A November 14, 2022, ruling by the Delhi High Court permitting GSP Crop Science to market a generic version of Rynaxypyr.

Despite these rulings, the complaint alleges that the defendants continued to discuss the strength of Rynaxypyr’s patent portfolio. For example, during a March 2023 conference, Douglas stated that the only legal material available for diamides was from FMC due to the strength of its patent portfolio, adding, "The only legal material that’s available is from FMC, even though the original patent has come off." (Compl. ¶111). The complaint alleges that these statements were materially misleading, as they failed to disclose the extent of the patent invalidations and the resulting generic competition. The suit further contends that FMC’s 2021 10-K and subsequent filings included materially misleading disclosures about the risks of generic competition and intellectual property protection, despite the materialization of these risks. (Compl. ¶74, ¶75, ¶76, ¶78, ¶95, ¶96, ¶110, ¶123).

The complaint also highlights the role of the Audit Committee, which included Eduardo E. Cordeiro and Carol Anthony Davidson, in overseeing the integrity of FMC’s financial statements and legal compliance. Cordeiro, who served as Chair of the Audit Committee, received total compensation of $560,135.00 during the relevant period, while Davidson, a member of the Audit Committee and Nominating Committee, received total compensation of $530,135.00. (Compl. ¶Amounts, ¶43). The complaint alleges that the Audit Committee failed to adequately monitor the risks associated with FMC’s patent portfolio and the accuracy of the company’s disclosures.

Excess Channel Inventories and Collapsing Demand

The complaint alleges that the defendants also failed to adequately disclose the extent of excess channel inventories and declining demand for FMC’s products. The suit contends that the COVID-19 pandemic led to over-buying of FMC products, creating excess inventories that customers worked through in 2022 and 2023. As demand declined, customers pressured FMC to accept returns of excess inventory, including expired products, which further reduced revenue. The complaint alleges that FMC offered steep discounts and extended credit to boost sales, eroding margins. (Compl. ¶58).

The complaint further alleges that the defendants were required to exercise reasonable supervision over FMC’s management, policies, and controls, as mandated by their positions as directors and officers. The suit contends that the defendants exercised control over the wrongful acts due to their authority and had knowledge of material non-public information, which they allegedly used to conceal the true state of FMC’s business. (Compl. ¶39, ¶40). The complaint quotes FMC’s Code of Conduct, which states, "At FMC, we are committed to conducting our business with honesty and integrity and complying with all applicable laws," and "FMC’s commitment to the Code starts at the top of the corporation." The Code also emphasizes that "ethical behavior is an individual responsibility" and that "no director, officer, manager or supervisor has the authority to violate or require conduct by another employee or any other person that violates the Code." (Compl. ¶41, ¶42). The Code further mandates that "we make full, fair, accurate, timely and understandable disclosures in reports that FMC files under applicable laws." (Compl. ¶42).

Despite these mandates, the complaint alleges that the defendants repeatedly assured investors that channel inventories were normal or not concerning. For example:

• In February 2022, Douglas stated that channel inventories were "very, very strong" and "not really a problem." (Compl. ¶72).
• In March 2022, Douglas claimed that channel inventories were "normal, if not low," during a conference hosted by RBC Capital Markets. (Compl. ¶77).
• In May 2022, Douglas stated that channel inventories were "not concerning" and "pretty normal" during FMC’s first-quarter 2022 earnings call, adding, "Generally speaking, we are not concerned about channel inventories." (Compl. ¶79, ¶82).
• In May 2022, Douglas claimed that FMC’s inventory management system in Brazil was "completely different" and more transparent than in other regions, stating, "Today, we have a system that is very different. We manage inventory not only in our own facilities... but also at the grower level." He further asserted that there were "no issues with inventory in Brazil." (Compl. ¶84, ¶85).
• In August 2022, Douglas asserted that inventory levels were "very ok" globally, except for India, during FMC’s second-quarter 2022 earnings call. (Compl. ¶89).
• In November 2022, Douglas stated that demand remained strong and that order books for key markets like Brazil and the U.S. were robust, adding, "We’re managing through a very volatile environment... very strong demand, pricing actions where we delivered 8% price in the quarter." (Compl. ¶92, ¶87).

The complaint alleges that these statements were false and misleading because they did not fully reflect the extent of the excess inventories and the resulting demand collapse. The suit contends that the defendants’ misrepresentations concealed the fact that FMC’s revenue growth was being artificially propped up by unsustainable practices, including steep discounts and extended credit terms. The complaint further alleges that the defendants acted in concert to conceal the true facts about FMC’s business, breaching their duties of loyalty and care. The suit contends that this conspiracy aimed to facilitate and disguise violations of law, including breaches of fiduciary duty. (Compl. ¶44, ¶45, ¶47). The complaint also alleges that the defendants aided and abetted the wrongdoing with knowledge of the primary violations. (Compl. ¶48).

The complaint details the compensation of other directors who served on key committees during the relevant period. K’Lynne Johnson, Chair of the Compensation Committee, received total compensation of $524,468.00. Kathy L. Fortmann, a board member since 2022, received total compensation of $490,135.00. Patricia Verduin, a board member since 2023, received total compensation of $173,088.00. C. Scott Greer, Lead Independent Director and former board member from 2002 to 2026, received total compensation of $540,135.00. Margareth Øvrum, a former board member from 2016 to 2026, received total compensation of $480,135.00. Paul J. Norris, a former board member from 2006 to 2023, received total compensation of $308,421.00. Vincent R. Volpe, Jr., a former board member from 2007 to 2023, received total compensation of $310,088.00. (Compl. ¶Amounts). The complaint alleges that these compensation figures, combined with the insider sales, demonstrate that the defendants were unjustly enriched while FMC’s financial condition deteriorated.

2022 Financial Results and 2023 Guidance

The complaint alleges that FMC’s financial results for 2022 masked the underlying risks to its business. For the full year 2022, FMC reported revenues of $5.8 billion, adjusted EBITDA of $1.407 billion, and free cash flow of $514 million. The company also highlighted that $600 million of its 2022 revenue came from new products introduced in the last five years, with $100 million attributed to products launched in 2022 alone. (Compl. ¶99). Despite these seemingly strong results, the complaint alleges that the defendants failed to disclose the extent of the demand decline and excess inventories that would impact 2023 performance.

In February 2023, FMC provided its initial guidance for 2023, forecasting revenues in the range of $6.08 billion to $6.22 billion, representing 6% growth at the midpoint. During the company’s fourth-quarter 2022 earnings call, Sandifer reiterated this guidance, stating that FMC expected 2023 revenue of $6.15 billion and adjusted EBITDA in the range of $1.50 billion to $1.56 billion, with a midpoint of $1.53 billion. (Compl. ¶102, ¶106). The complaint alleges that these projections were materially misleading, as they did not account for the full extent of the destocking and demand decline that would unfold in 2023. The suit further contends that FMC’s first-quarter 2023 results exceeded the midpoint of its EBITDA guidance by $7 million, and the company subsequently raised its full-year adjusted EBITDA guidance by $10 million to a new range of $1.50 billion to $1.56 billion. (Compl. ¶116).

The complaint also alleges that the defendants made specific misleading statements about FMC’s patent portfolio during this period. For instance, Douglas stated that the base composition of matter patents for Rynaxypyr started expiring in August 2022 and that Cyazypyr patents would start expiring in August 2023. He claimed that "the only legal material that’s available is from FMC, even though the original patent has come off," and that FMC expected diamide growth to continue in the mid-to-long term at mid-single digits. (Compl. ¶111). The complaint alleges that these statements were misleading because they failed to disclose the extent of the patent invalidations and the resulting generic competition.

Insider Sales and Compensation

The complaint alleges that the defendants sold shares while aware of material non-public information about the risks to Rynaxypyr. The suit cites the following insider sales during the relevant period:

• Pierre R. Brondeau sold shares for proceeds totaling $4,421,732, including sales of $687,781 on February 23, 2023; $2,745,105 on May 23, 2023; $690,121 on August 22, 2023; and $298,721 on November 21, 2023. (Compl. ¶154). Brondeau received total compensation of $780,135.00 during the relevant period for his role as Chairman of the Board and CEO. (Compl. ¶Amounts).
• Mark A. Douglas sold shares for proceeds totaling $2,360,913, including sales of $238,572 on February 23, 2023; $598,223 on May 23, 2023; $1,091,244 on August 22, 2023; and $432,874 on November 21, 2023. (Compl. ¶156). Douglas received total compensation of $20,693,336.00 during the relevant period for his role as President and CEO. (Compl. ¶Amounts).
• Andrew D. Sandifer sold shares for proceeds totaling $2,027,929, including sales of $153,360 on February 23, 2023; $321,820 on May 23, 2023; $596,442 on August 22, 2023; $190,778 on November 21, 2023; $126,679 on February 22, 2024; and $638,850 on May 22, 2024. (Compl. ¶158). Sandifer received total compensation of $6,499,721.00 during the relevant period for his role as Executive Vice President, CFO, and Treasurer. (Compl. ¶Amounts).
• K’Lynne Johnson sold shares for proceeds totaling $4,617 on February 23, 2023. (Compl. ¶155). Johnson received total compensation of $524,468.00 during the relevant period. (Compl. ¶Amounts).
• Vincent R. Volpe, Jr. sold shares for proceeds totaling $202,975 on February 23, 2023. (Compl. ¶157). Volpe received total compensation of $310,088.00 during the relevant period. (Compl. ¶Amounts).

The complaint also details the compensation received by other directors during the relevant period, including:

• Eduardo E. Cordeiro: $560,135.00 in total compensation. (Compl. ¶Amounts).
• Carol Anthony Davidson: $530,135.00 in total compensation. (Compl. ¶Amounts).
• Kathy L. Fortmann: $490,135.00 in total compensation. (Compl. ¶Amounts).
• C. Scott Greer: $540,135.00 in total compensation. (Compl. ¶Amounts).
• Margareth Øvrum: $480,135.00 in total compensation. (Compl. ¶Amounts).
• Robert C. Pallash: $490,135.00 in total compensation. (Compl. ¶Amounts).
• Paul J. Norris: $308,421.00 in total compensation. (Compl. ¶Amounts).

The complaint alleges that these compensation figures, combined with the insider sales, demonstrate that the defendants were unjustly enriched while FMC’s financial condition deteriorated. The suit contends that the defendants breached their fiduciary duties by failing to ensure that FMC’s disclosures were accurate and by misusing material non-public information for personal gain. (Compl. ¶153). The complaint further alleges that the defendants' actions violated FMC’s Code of Conduct, which states, "We make full, fair, accurate, timely and understandable disclosures in reports that FMC files under applicable laws." (Compl. ¶42).

Stock Price Collapse and Financial Impact

The complaint alleges that FMC’s stock price collapsed when the truth about Rynaxypyr’s risks emerged. The suit cites the following stock price movements:

• On May 1, 2023, FMC’s stock price was $109.83 per share. The following day, after the company disclosed its first-quarter 2023 results and lowered its second-quarter outlook, the stock price declined to $103.32 per share, a 5.93% drop. (Compl. ¶114).
• On July 7, 2023, the stock price was $93.04 per share. On July 10, 2023, after FMC reduced its second-quarter and full-year 2023 guidance due to "unforeseen and unprecedented volume declines," the stock price declined to $82.67 per share, an 11% drop. (Compl. ¶131).
• On September 6, 2023, the stock price was $73.35 per share. On September 7, 2023, after Blue Orca Capital published a report alleging that FMC had concealed patent defeats enabling generic competition at prices 80% lower than FMC’s products, the stock price declined to $67.91 per share, a 7.4% drop. (Compl. ¶138).
• On October 20, 2023, the stock price was $60.28 per share. On October 24, 2023, after FMC disclosed "destocking conditions" and reduced its third-quarter and full-year 2023 guidance, the stock price declined to $50.52 per share, a 16.2% drop. (Compl. ¶142).
• On October 30, 2023, after FMC disclosed cash flow constraints due to "higher inventory and lower payables," the stock price declined to $47.90 per share, an 8.2% drop. The company also disclosed that it expected negative free cash flow of $860 million to $640 million for the full year 2023, with a midpoint of negative $750 million. (Compl. ¶144, ¶148, ¶149).

The complaint alleges that these declines were directly caused by the disclosure of the true risks to Rynaxypyr and FMC’s financial performance. The suit contends that the defendants’ misrepresentations artificially inflated FMC’s stock price, allowing them to sell shares at artificially high prices while in possession of material non-public information. The complaint further alleges that the defendants’ actions led to a decline in free cash flow, with FMC’s free cash flow in the third quarter of 2023 amounting to $32 million, down from $360 million in the prior year. The company’s year-to-date cash flow through September 30, 2023, was negative $790 million, representing a $651 million decline from the prior year. (Compl. ¶148). The complaint also alleges that FMC’s free cash flow decline was due to lower EBITDA and substantially lower payables, which contributed to the company’s financial strain. (Compl. ¶148).

Credit Agreement Amendments and Financial Strain

The complaint alleges that FMC’s financial strain was reflected in amendments to its credit agreements. The suit cites the following developments:

• In May 2021, FMC entered into a Fourth Amended and Restated Credit Agreement, which provided a $1.5 billion revolving credit facility. The agreement included an optional increase of $2.25 billion in revolving credit commitments and required a leverage ratio of 3.75:1.00 until September 30, 2021, after which it was reduced to 3.50:1.00. (Compl. ¶Timeline).
• In June 2022, FMC entered into a Fifth Amended and Restated Credit Agreement, which provided a revolving credit facility ranging from $2.0 billion to $2.75 billion and maintained the leverage ratio requirement of 3.50:1.00. (Compl. ¶Timeline).
• In November 2023, FMC amended its Fifth Credit Agreement to increase the leverage ratio to 6.50:1.00 for the fourth quarter of 2023 and the first two quarters of 2024. The complaint alleges that this amendment was necessary due to the financial strain caused by the decline in FMC’s financial performance, including a sudden deceleration of earnings in the second quarter of 2023 and elevated debt levels. The suit contends that FMC’s covenant leverage ratio reached 3.8x, which was not viewed as acceptable relative to the covenant maximum of 4.0x. (Compl. ¶150, ¶48, ¶49).

The complaint alleges that these amendments were indicative of FMC’s deteriorating financial health. The suit contends that the defendants’ actions led to a decline in free cash flow, with FMC projecting negative $860 million to negative $640 million in free cash flow for 2023. The company’s free cash flow decline was attributed to lower EBITDA and substantially lower payables. (Compl. ¶148). The complaint further alleges that FMC’s leverage ratios reflected the strain, with gross debt-to-EBITDA at 3.6x and net debt-to-EBITDA at 3.3x as of the third quarter of 2023. (Compl. ¶48).

The complaint also alleges that FMC’s working capital issues were exacerbated by over-stocking by channel participants and growers during 2021 and 2022. During an Investor Day Conference in November 2023, Douglas acknowledged that over-stocking had occurred during this period, stating that the destocking in 2023 was "broader" and "much faster" than a similar event in Brazil in 2015. (Compl. ¶136, ¶151). The complaint alleges that the defendants’ failure to disclose the extent of the over-stocking and the resulting destocking constituted a breach of their fiduciary duties. The complaint further alleges that the defendants' actions violated FMC’s Code of Conduct, which states, "At FMC, we are committed to conducting our business with honesty and integrity and complying with all applicable laws." (Compl. ¶41).

Share Repurchases and Corporate Waste

The complaint alleges that FMC’s board and management engaged in wasteful share repurchases while the company’s financial condition deteriorated. The suit contends that FMC spent approximately $175 million to repurchase approximately 1.5 million shares during the relevant period. Specifically, the company repurchased:

• 875,480 shares for $99,999,895 in the fourth quarter of 2022.
• 193,815 shares for $24,999,976 in the first quarter of 2023.
• 457,237 shares for $49,999,988 in the second quarter of 2023. (Compl. ¶161).

The complaint alleges that these repurchases were wasteful because they occurred while the company’s stock price was artificially inflated due to the defendants’ misrepresentations. The suit contends that FMC overpaid by approximately $103.15 million for these repurchases, further depleting the company’s resources during a period of financial strain. (Compl. ¶162). The complaint further alleges that the defendants’ actions constituted a waste of corporate assets and unjust enrichment, as they benefited from the artificially inflated stock price while FMC’s financial health deteriorated. The complaint quotes FMC’s Code of Conduct, which states, "FMC’s commitment to the Code starts at the top of the corporation," and alleges that the defendants failed to uphold this commitment. (Compl. ¶41).

Code of Conduct and Fiduciary Duties

The complaint alleges that the defendants’ actions violated FMC’s Code of Conduct, which mandates ethical behavior, compliance with laws, and accurate record-keeping. The suit quotes directly from the Code of Conduct, which states, "At FMC, we are committed to conducting our business with honesty and integrity and complying with all applicable laws," and "FMC’s commitment to the Code starts at the top of the corporation." (Compl. ¶41). The Code further emphasizes that "ethical behavior is an individual responsibility" and that "no director, officer, manager or supervisor has the authority to violate or require conduct by another employee or any other person that violates the Code." The Code also requires that "we make full, fair, accurate, timely and understandable disclosures in reports that FMC files under applicable laws." (Compl. ¶42).

The complaint alleges that the defendants breached their fiduciary duties by failing to ensure that FMC’s disclosures were full, fair, accurate, timely, and understandable, as required by the Code. The suit contends that the Audit Committee, which included Eduardo E. Cordeiro and Carol Anthony Davidson, was responsible for monitoring the integrity of FMC’s financial statements and legal compliance but failed to do so. (Compl. ¶43). The complaint further alleges that the defendants acted in concert to conceal the true facts about FMC’s business and financial condition, breaching their duties of loyalty and care. The suit contends that this conspiracy aimed to facilitate and disguise violations of law, including breaches of fiduciary duty. (Compl. ¶44, ¶45, ¶47, ¶48). The complaint also alleges that the defendants exercised control over the wrongful acts due to their positions as directors and officers and had knowledge of material non-public information, which they used to conceal the true state of FMC’s business. (Compl. ¶39).

Legal Claims and Alleged Violations

The complaint asserts derivative claims against the defendants, including:

• Count I: Violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, alleging that the defendants made materially false and misleading statements and omissions in connection with the purchase or sale of FMC securities. The complaint alleges that the defendants concealed material risks, including excess channel inventories, collapsing demand, and generic competition, while publicly touting growth and patent strength. (Compl. ¶163).
• Count II: Violations of Section 20(a) of the Securities Exchange Act of 1934, alleging that the defendants controlled FMC and are therefore liable for the violations alleged in Count I. (Compl. ¶163).
• Count III: Breach of fiduciary duty by the officer defendants (Douglas, Sandifer, Brondeau, and Volpe), alleging that they breached their duties of loyalty and care by concealing material risks and making false and misleading statements. The complaint alleges that the officer defendants exercised control over the wrongful acts due to their positions and had knowledge of material non-public information, which they used to conceal the true state of FMC’s business. (Compl. ¶168, ¶39).
• Count IV: Breach of fiduciary duty by the director defendants (Cordeiro, Davidson, Fortmann, Johnson, Verduin, Greer, Øvrum, Pallash, Norris), alleging that they failed to exercise reasonable supervision over FMC’s management, policies, and controls. The complaint alleges that the director defendants were required to exercise reasonable supervision but failed to do so, allowing the officer defendants to conceal material risks and make false and misleading statements. (Compl. ¶168, ¶40). The complaint further alleges that the director defendants, including K’Lynne Johnson, who served as Chair of the Compensation Committee, received substantial compensation while failing to fulfill their oversight responsibilities. Johnson received total compensation of $524,468.00 during the relevant period. (Compl. ¶Amounts).
• Count V: Contribution under Sections 10(b) and 21D of the Exchange Act, seeking contribution from Douglas and Sandifer for any damages awarded in the Securities Class Action. (Compl. ¶163).
• Count VI: Breach of fiduciary duty under the Brophy claim, alleging that the defendants misused material non-public information for personal gain, including through insider sales. The complaint alleges that the defendants, including Brondeau, Douglas, Sandifer, Johnson, and Volpe, sold shares at artificially inflated prices while in possession of material non-public information about the risks to Rynaxypyr and FMC’s financial performance. (Compl. ¶168, ¶153). The complaint details the compensation received by these defendants, including Douglas’s $20,693,336.00, Sandifer’s $6,499,721.00, and Johnson’s $524,468.00, which the suit alleges contributed to their incentives to conceal material risks. (Compl. ¶Amounts).
• Count VII: Waste of corporate assets, alleging that the defendants wasted FMC’s assets through wasteful share repurchases and excessive compensation. The complaint alleges that the defendants authorized share repurchases at artificially inflated prices, overpaying by approximately $103.15 million, and received excessive compensation while FMC’s financial condition deteriorated. (Compl. ¶168, ¶162). The complaint details the compensation of the defendants, including Brondeau’s $780,135.00, Cordeiro’s $560,135.00, and Davidson’s $530,135.00, which the suit alleges were excessive given the company’s financial strain. (Compl. ¶Amounts).
• Count VIII: Unjust enrichment, alleging that the defendants were unjustly enriched by their receipt of excessive compensation and proceeds from insider sales. The complaint alleges that the defendants received millions in compensation and proceeds from insider sales while FMC’s stock price was artificially inflated due to their misrepresentations. (Compl. ¶168). The complaint details the compensation and insider sales of the defendants, including Douglas’s $20,693,336.00 in compensation and $2,360,913 in insider sales proceeds, Sandifer’s $6,499,721.00 in compensation and $2,027,929 in insider sales proceeds, and Brondeau’s $780,135.00 in compensation and $4,421,732 in insider sales proceeds. (Compl. ¶Amounts, ¶154, ¶156, ¶158).

The complaint alleges that the defendants’ misrepresentations and concealment of material risks breached their duties to FMC and its stockholders, resulting in significant harm to the company and its investors. The suit contends that the defendants’ actions violated FMC’s Code of Conduct, which mandates ethical behavior and accurate disclosures, and that they acted in concert to conceal the true facts about FMC’s business. (Compl. ¶41, ¶42, ¶44, ¶45). The complaint further alleges that the defendants' actions were part of a conspiracy to facilitate and disguise violations of law, including breaches of fiduciary duty. (Compl. ¶45).

Related Securities Class Action

The derivative complaint follows a related securities class action filed against FMC, Douglas, Sandifer, and other individual defendants. The class action, which alleges securities fraud under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, was amended on July 17, 2024. The defendants filed a motion to dismiss the class action on September 17, 2024, and the plaintiffs filed their response on November 4, 2024. (Compl. ¶Timeline). The class action alleges that the defendants made materially false and misleading statements about FMC’s business, financial condition, and prospects, including the strength of its patent portfolio and the demand for its products. The complaint in the derivative action incorporates many of the same allegations, contending that the defendants’ misrepresentations breached their fiduciary duties to FMC and its stockholders.

The case is currently pending in the Court of Chancery of the State of Delaware, though the specific docket number and judge have not been disclosed in the complaint.

The allegations described here are taken from the filing and remain unproven; no responsive pleading is reflected in the source document.

David Brunk is a civil litigation attorney. He can be reached at david@newmanbrunk.com.