This excerpt taken from the UNH 10-Q filed May 11, 2006.
Legal Matters Relating to Stock Option Granting Practices
The Securities and Exchange Commission is conducting an informal inquiry into the Companys stock option granting practices and has been advised by the Company of the appointment of the Special Committee and counsel. At the conclusion of the Companys independent review and the Securities and Exchange Commissions informal inquiry, the Company could be subject to regulatory fines or penalties or other contingent liabilities.
On March 29, 2006, a shareholder derivative action captioned Brandin v. McGuire, et al., was filed against certain of the Companys officers and directors in the United States District Court for the District of Minnesota. The complaint generally alleges that defendants breached their fiduciary duties to the Company in connection with the Companys historic stock option granting practices. Five additional shareholder derivative complaints, based on substantially the same allegations, were subsequently filed in the Minnesota federal and state courts.
On April 18, 2006, the Company received a shareholder demand that the Companys board of directors take action to remedy breaches of fiduciary duties and unjust enrichment by the directors and certain officers in connection with the Companys stock option grant practices.
On May 5, 2006, a purported securities class action captioned Krause v. UnitedHealth Group, Inc., et al., was filed against the Company, William W. McGuire and Stephen J. Hemsley in the United States District Court for the District of Minnesota. The complaint alleges that defendants, in connection with the same alleged course of conduct identified in the shareholder derivative actions described above, made misrepresentations and omissions during the period May 4, 2001 through April 7, 2006 in press releases and other public filings that artificially inflated the price of the Companys common stock. The complaint also asserts that during the class period, Dr. McGuire and Mr. Hemsley sold shares of the Companys common stock while in possession of material, non-public information concerning the matters set forth in the complaint. The complaint alleges claims under Sections 10(b), 20(a) and 20A of the Securities Exchange Act of 1934.