Rawcliffe v. Anciaux, 2017 UT 72 (Oct. 11, 2017).

A shareholder brought this action against the company’s board of directors and several of its officers for authorizing and receiving spring-loaded, stock-settled stock appreciation rights.  Because there was no allegation the defendants intended to circumvent the company’s compensation plan, the district court dismissed the complaint under Rule 12(b)(6).  On appeal, the Utah Supreme Court engaged in a detailed analysis of what is required to state a claim against directors and officers under Utah’s Revised Business Corporation Act.  Applying that standard to this case, the court affirmed the dismissal.