142796P.pdf   08/21/2015  Laura Seidl  v.  American Century Companies Inc
   U.S. Court of Appeals Case No:  14-2796
   U.S. District Court for the Western District of Missouri - Kansas City   
   [PUBLISHED] [Colloton, Author, with Loken and Smith, Circuit Judges] 
   Civil Case - shareholder derivative action. After Ultra Fund, a mutual 
   fund overseen by American Century Mutual Funds, Inc., invested in 
   PartyGaming PLC, a company that facilitated internet gambling and 
   subsequently agreed that its gambling business violated criminal statutes, 
   a shareholder in Ultra Fund demanded the Board of American Century Mutual 
   Funds to pursue derivative claims for negligence, waste and breach of 
   fiduciary duties. The Board formed a special litigation committee and 
   enlisted a law firm to assist in investigating the claims; the committee 
   reported that it was not in the company?s best interest to pursue the 
   claim and the Board voted to accept the recommendation. Seidl brought suit 
   challenging the decision and asserting breach of contract. The district 
   court?s grant of summary judgment in favor of defendants is affirmed, as 
   Seidl failed to raise a question whether the committee members were for 
   any substantial reason incapable of making a decision with only the best 
   interests of the corporation in mind, the committee acted with reasonable 
   investigation, the report addressed each of the proposed derivative claims 
   and the committee adopted a reasonable methodology in conducting the 
   investigation and reaching the conclusion. Thus, we must defer to the 
   committee?s business judgment in recommending that the Board refuse 
   Seidl's demand. The district court did not abuse its discretion in denying 
   Seidl?s motion to unseal deposition testimony.