News release | Thomas Lawrence

WEST SACRAMENTO, Calif. (November 20, 2025) – The California State Teachers’ Retirement System achieved a $190 million settlement on behalf of Meta Platform shareholders against current and former directors and officers of the company. 

The case was a derivative lawsuit in the Delaware Court of Chancery and stemmed from Meta (known as Facebook until 2021) repeatedly failing to protect user data and allegations that Meta CEO and controlling shareholder Mark Zuckerberg engaged in improper insider trading. 

Derivative suits are legal actions brought by shareholders—in this case, CalSTRS was the co-lead plaintiff—on behalf of the company to address systemic issues caused by directors and other company leaders.

Because this was a derivative case, the $190 million will be paid on behalf of the defendant directors of Meta directly back to the company, for the benefit of all Meta shareholders.

As part of the settlement agreement, Meta agreed to key corporate governance reforms and acknowledges that the lawsuit was a significant factor in the company taking steps to enhance its governance, including the appointment of multiple independent directors to its board since 2018.

The $190 million settlement is the second-largest settlement of a derivative action in Delaware Court of Chancery history in a case of this nature, which relates to directors’ breach of duty of oversight of a corporation.

“This groundbreaking victory is proof that shareholders are powerful,” said Teachers’ Retirement Board Chair Denise Bradford. “When we leverage our voice and use tools such as litigation effectively, it benefits both companies and shareholders long-term.”

Meta is making the following governance changes as part of the settlement:

• Enhance its whistleblower program with more specific language regarding concerns about violations of privacy law and Meta’s privacy policies. Meta will also report identified issues to a designated committee of the board on a quarterly basis.
• Adopt a separate independent director of code of conduct to cover conflicts of interest, confidentiality, compliance with laws and regulation, and illegal behavior.
• Amend its director-level conflicts of interest policy to remove Zuckerberg’s decision-making authority over potential director conflicts.
• When reviewing an insider trading policy and before approving a 10b5-1 plan, the company shall consider whether the executive may be in possession of material nonpublic information.

“This settlement and result should serve as a wake-up call to all companies,” Bradford said. “At CalSTRS, we are responsible for providing a secure retirement for California’s public educators, and good governance matters.”

Media contact 

Thomas Lawrence
Phone: 916-414-1440
M-F, 8 a.m. - 5 p.m. PDT
Newsroom@CalSTRS.com

About CalSTRS 

CalSTRS provides a secure retirement to more than 1 million members and beneficiaries whose CalSTRS-covered service is not eligible for Social Security participation. On average, members who retired in the 2023–24 fiscal year had 25.2 years of service and a monthly benefit of $5,659. Established in 1913, CalSTRS is the largest educator-only pension fund in the world with $385.8 billion in assets under management as of October 31, 2025.