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The Funniest Lawsuit in the Universe

Author
Affiliation

Mike P. Sinn

International Campaign to End War and Disease

Abstract

This document is a shareholder demand letter, structured as a derivative-action precursor under Delaware corporate law, addressed in common to the boards of every major US defense contractor. The legal theory is duty of care plus Caremark 2.0 oversight, framed entirely within the single-firm shareholder-primacy model to avoid the McRitchie v. Zuckerberg problem.

The substantive claim: each defendant’s annual lobbying expenditure to maintain current military spending ratios produces negative ROI for its own shareholders. The maintained ratio suppresses the GDP growth that would expand the defendant’s addressable market. Under a 1% military-to-clinical-trials redirection, defense contractor revenue at year 20 grows by 4.88x (95% CI: 2.3x-10.8x). The lobbying is therefore destroying the very economic regime that funds the contracts.

The strategic structure is a Zugzwang: every possible board response (accept, fight, ignore, refute) benefits the plaintiff. Total cost to file: approximately $3,000 (10 shares of stock; pro bono counsel). Total time: approximately 43 hours.

The chapter is also a campaign instrument with three layers: a public indictment, plaintiff recruitment, and legal instruments for shareholder demands, derivative litigation, direct personal-damages theories, and eligible-shareholder proposals. The derivative claim is disciplined. The direct personal-damages theory is unlikely but strategically useful. Every response is useful if it forces the defense budget ratchet to explain itself in public.

Keywords

shareholder derivative action, Caremark, duty of care, corporate waste, defense contractor lobbying, 1% treaty, Delaware Chancery, litigation campaign

STATUS: DRAFT. Requires securities, derivative-litigation, Rule 14a-8, and damages counsel review before sending or filing.

COST TO FILE: approximately $3,000 (10 shares of stock; pro bono counsel).

PROBABILITY OF THE MATH BEING READ BY THE BOARD: approximately 100%.

PUBLIC OBJECTIVE: help unlock a 1% military-to-clinical-trials redirection path157 158 that could prevent 10.7 billion deaths by compressing the untreated-disease queue from 443 years (95% CI: 324 years-712 years) to 36 years (95% CI: 11.6 years-77.1 years).

Warning

Legal posture for reviewing counsel. The public wrapper is morally aggressive. The board-facing demand is narrower. In McRitchie v. Zuckerberg, C.A. No. 2022-0890-JTL (Del. Ch. Apr. 30, 2024), Vice Chancellor Laster rejected a fiduciary-duty theory based on directors’ obligation to consider society-wide or macroeconomic interests. Delaware law applies the single-firm, shareholder-primacy model.

The demand letter therefore does not ask directors to save the world as a charitable act. It asks whether a recurring corporate expenditure benefits this company’s shareholders after accounting for the effect of defense-budget-ratchet lobbying on the economy that funds future contracts, shareholder income, shareholder survival, and long-term market value.

Target doctrine: Caremark 2.0 duty of oversight, as expanded in Marchand v. Barnhill (2019) and Garfield v. Allen (2024, V.C. Laster). The demand letter itself creates the “red flag” that triggers oversight obligations.

Derivative recovery usually belongs to the corporation, not the filing shareholder. Direct personal damages are an aggressive and unlikely theory. Rule 14a-8 is a separate eligible-shareholder path with ownership and holding requirements. Do not promise plaintiffs a direct payout from derivative recovery.

Why This Works

The defense lobby is the most effective political-influence operation on Earth. It spends approximately $127 million (95% CI: $100 million-$160 million) per year buying politicians and receives close to a trillion dollars in defense contracts in return. The standard mistake is to try to defeat this lobby by outbidding it. That is charming, like trying to drown the ocean with a cup. The standard outcome is a fundraising treadmill that never reaches the budget.

The lawsuit does something different. It does not try to defeat the defense lobby. It tries to flip it.

The defense industry’s lobbying machine produces negative ROI for its own shareholders. Defense contractors are humans who die of the same diseases as everyone else. They live in the same economy that their lobbying is keeping small. They are not a sophisticated adversary defending a rational interest. They are an unsupervised line item on a corporate budget that nobody has ever ROI-analyzed because nobody had to.

Once a single board receives a sourced, quantitative analysis showing this expenditure destroys shareholder value, the board has two options: investigate, or knowingly continue to destroy shareholder value with a documented red flag in its possession. Under Caremark and its progeny, the second option creates personal liability for directors. The first option requires commissioning an independent analysis that will reach the same conclusion as the demand letter, because the demand letter’s math comes from SIPRI, the WHO, the NIH, and the boards’ own SEC filings.

In either path, the lobby has to switch sides. The cost to make it happen is $3,000 of stock and 43 hours of work per defendant.

The Defense Budget Ratchet

The defense industry does not merely defend an existing line item. It lobbies to protect and expand the defense budget ratchet: more appropriations, more procurement, more threat inflation, more programs, more contracts, and fewer budget conversations where clinical trials are allowed into the room.

The ratchet is visible in the numbers. Defense lobbying is $127 million (95% CI: $100 million-$160 million) per year. Global military spending has grown at a real 2.76% annual rate over the last two decades. Current US military spending is 30.6x the pre-World War II baseline. This is not an accident. It is the political economy Dwight Eisenhower warned about when he described the military-industrial complex in his farewell address. Humanity then performed the traditional Earth ceremony where it hears an accurate warning, nods solemnly, and funds the problem for several more generations. See Eisenhower and the Military-Industrial Complex.

The lawsuit’s causal claim is simple: if boards fund lobbying whose entire purpose is budget expansion, then boards should have a defensible answer when shareholders ask whether bigger military budgets are actually good for shareholders. So far, nobody has asked. This letter asks.

Campaign Architecture

On my planet, when you want to change a policy, you change the policy. On your planet, you need three separate legal theories, a public indictment, and a plaintiff recruitment strategy, because the people who benefit from the current policy have had 80 years to fortify it. One lawsuit vehicle is too brittle.

Layer Audience Job
Public indictment Courts, journalists, voters, employees, plaintiffs Make the moral stakes explicit: the budget ratchet is being defended while the disease queue remains 443 years (95% CI: 324 years-712 years) long.
Plaintiff recruitment Shareholders, patients, families, workers Explain why filing can still be rational if the case loses, without promising derivative payouts.
Legal instruments Boards, counsel, courts, eligible shareholders Demand ROI analysis, disclosure, injunctive relief, and litigation hooks that create public pressure.

The public layer exists to make people uncomfortable. The legal layer asks a question so narrow that dodging it is more embarrassing than answering it: did anyone ever check whether this expenditure is good for shareholders?

Outcome Matrix

Response Public translation Next action
Board ignores demand They received the math and chose silence. File derivative complaint, publish the refusal record, recruit employees and shareholders.
Board says the math is wrong Excellent. The defense budget ratchet has entered the arithmetic arena. Publish their assumptions beside the redirection model; invite economists, analysts, and journalists to adjudicate.
Board orders independent analysis The central demand worked. Demand disclosure of methods, assumptions, and whether lobbying objectives will change.
Court dismisses The court was asked whether boards must analyze lobbying that may help keep the disease queue 443 years (95% CI: 324 years-712 years) long. The court said no. Use dismissal as press, appeal if counsel recommends it, file cleaner vehicles and shareholder proposals.
Court allows discovery The budget ratchet is now under oath. Seek lobbying ROI documents, board minutes, assumptions, and communications about long-term demand.
Media covers it The public learns that defense lobbying can be challenged as shareholder-negative. Recruit parallel plaintiffs against more boards and ask politicians why clinical trials are not in the budget room.

Every response on this list is useful. On your planet, you call this “losing.” On mine, we call it “making them say it out loud.”

The Settlement Is the Trap

The settlement asks them to redirect existing lobbying from one objective to another. Same lobbyists. Same offices. Same budget. Different talking points. The settlement makes the defendant richer. There is no settlement in legal history where accepting makes the defendant better off than before the lawsuit.

Part 1: The Demand Letter

Shareholder Demand to the Board of Directors

[COMPANY NAME]

[COMPANY ADDRESS]

Dear Members of the Board of Directors,

I am a shareholder of [COMPANY NAME] (the “Company”). I write to demand that the Board investigate whether the Company’s annual lobbying expenditure produces a positive or negative return on investment for shareholders.

The analysis below demonstrates that this expenditure destroys shareholder value. I request that the Board commission an independent analysis of the claims herein and provide a written response within 60 days.

1. The Expenditure in Question

The Company spent $[X] million on lobbying in [YEAR] (source: Company SEC filings; OpenSecrets.org). The stated purpose of this expenditure is to maintain or increase federal military spending, which is the Company’s primary revenue source.

The question is whether this expenditure actually achieves its stated purpose of benefiting the Company and its shareholders.

2. The Investment the Lobbying Maintains

The lobbying is effective. Global military spending is approximately $2.72 trillion per year (SIPRI, 2024 Yearbook, sipri.org/yearbook/2024). Global government-funded clinical trials receive approximately $4.5 billion (95% CI: $3 billion-$6 billion) per year (NIH Budget Office, officeofbudget.od.nih.gov). The ratio is 604 (95% CI: 453-894) to 1.

The question is not whether the lobbying maintains this ratio. It does. The question is whether maintaining this ratio benefits shareholders.

3. The ROI Analysis the Board Has Not Conducted

Disease costs the global economy $400 trillion (95% CI: $240 trillion-$587 trillion) per year in total burden including productivity loss (WHO, who.int/data/gho). Military spending has an economic multiplier of approximately 0.6x (95% CI: 0.4x-0.9x). Healthcare investment has a multiplier of approximately 4.3x (95% CI: 3x-6x) (Congressional Budget Office; Moody’s Analytics).

The Company operates in an economy. The size of that economy determines the size of government budgets, including military budgets. A larger economy produces larger military budgets in absolute dollars.

If 1% of military spending were redirected to pragmatic clinical trials (a scenario modeled in detail at157 158), the resulting economic growth from disease burden reduction produces the following effect on the Company’s addressable market:

Metric Status quo (year 20) 1% redirection (year 20)
Global GDP

$188 trillion

$919 trillion (95% CI: $433 trillion-$2.04 quadrillion)
Relative economy size Baseline

4.88x (95% CI: 2.3x-10.8x)
Modeled cumulative lifetime income per person

$1.1 million (95% CI: $991,645-$1.21 million)

$4.58 million (95% CI: $2.04 million-$11 million)
Incremental lifetime income Baseline

$3.48 million (95% CI: $1.05 million-$9.82 million)

Source: GDP trajectory modeling at manual.warondisease.org/knowledge/economics/gdp-trajectories.html. CAGR differential derived from healthcare vs. military economic multipliers (CBO) and disease burden as percentage of GDP (WHO).

The Company’s lobbying to maintain the current military spending percentage is lobbying to keep small the economy that funds the Company’s contracts. The lobbying produces less Company revenue, not more, over any horizon longer than 5-7 years.

4. Impact on Shareholder Wealth

Each shareholder is an individual with total wealth composed of Company shares, other investments, income, and assets. All of these exist within an economy. The size of that economy directly affects shareholder wealth.

The Company’s lobbying expenditure maintains an economic regime in which each shareholder earns approximately $3.48 million (95% CI: $1.05 million-$9.82 million) less over their lifetime than they would under the alternative. This is a direct, quantifiable harm to shareholder wealth caused by a specific Company expenditure.

Additionally, shareholders are subject to disease. Under the status quo, diseases that would have treatments under the treaty scenario remain untreated. This includes diseases that will affect the Company’s executives, board members, shareholders, and their families.

A deceased shareholder has a net worth of $0 regardless of the Company’s share price.

5. Historical Precedent

This reallocation is not unprecedented. After the World War II peak, US military spending fell by 87.6% in two years. Current US military spending is 30.6x the pre-World War II baseline in constant dollars. The period following the 87.6% post-war reduction produced the greatest sustained economic expansion in American history.

The Board should ask whether its lobbying is helping shareholders adapt to the next high-return allocation or merely extending the old one because the old one has lobbyists.

6. Personalized Impact on [COMPANY] CEO

Based on [COMPANY] proxy statement (DEF 14A, sec.gov):

[CEO NAME], age [X], estimated net worth: $[X]

SCENARIO A: STATUS QUO (continue current lobbying)
Net worth in 20 years (baseline CAGR):              $[calculated]
Probability of being alive at [age+20]:               ~[X]%
Expected accessible wealth:                      $[calculated]

SCENARIO B: 1% REDIRECTION (redirect lobbying objective)
Net worth in 20 years (treaty CAGR):              $[calculated]
Probability of being alive at [age+20]:               ~[X]%
Expected accessible wealth:                      $[calculated]

DIFFERENCE
Wealth gained by redirecting lobbying:           $[calculated]
Additional years of life:                            20-30

7. The Fiduciary Questions

The Board has a duty of care to make informed decisions about Company expenditures. Under In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del. Ch. 1996), and its progeny including Marchand v. Barnhill, 212 A.3d 805 (Del. 2019), the Board has an obligation to monitor risks in areas of significant Company activity.

The Company’s lobbying expenditure is a significant, recurring use of shareholder funds. I respectfully request that the Board address:

  1. Has the Board ever conducted an ROI analysis of the Company’s lobbying expenditure that accounts for the effect of the maintained spending ratio on the size of the economy that funds the Company’s contracts?
  2. If not, on what basis does the Board conclude this expenditure benefits shareholders?
  3. If yes, does that analysis account for the GDP growth differential between the status quo and a 1% redirection scenario (4.88x (95% CI: 2.3x-10.8x) at year 20)? Please provide the analysis.
  4. Has the Board considered whether maintaining the current ratio (604 (95% CI: 453-894) to 1, military spending to government clinical trials) suppresses the economic growth that would increase the Company’s total addressable market?

8. Proposed Resolution

I do not seek monetary damages. I propose:

The Company redirects its annual lobbying objective from maintaining current military spending levels to supporting a global agreement to redirect 1% of military spending to pragmatic clinical trials.

This resolution:

  • Costs the Company $0 in additional expenditure (same lobbying budget, different objective).
  • Increases the Company’s long-term addressable market (4.88x (95% CI: 2.3x-10.8x) larger economy).
  • Increases shareholder lifetime wealth by approximately $3.48 million (95% CI: $1.05 million-$9.82 million) per shareholder.
  • Is consistent with the Board’s duty of care to make informed expenditure decisions.

9. Consequences of Non-Response

If the Board does not respond within 60 days, or if the response does not address the questions in Section 7, I intend to:

  1. File a shareholder proposal under SEC Rule 14a-8 requesting an independent ROI analysis of the Company’s lobbying expenditure. This proposal will appear in the Company’s proxy statement and be distributed to all shareholders at the Company’s expense.
  2. File a derivative action alleging breach of the duty of care based on the Board’s failure to conduct basic ROI analysis of a significant recurring shareholder expenditure, and a Caremark oversight failure based on the Board’s failure to monitor the economic effects of its own lobbying on the Company’s addressable market.

I note that this letter constitutes notice to the Board. The Board is now informed that a sourced, quantitative analysis shows its lobbying expenditure produces negative shareholder ROI. Any continued expenditure without investigation constitutes a conscious decision to continue destroying shareholder value with knowledge of the harm. Under Caremark and Stone v. Ritter, 911 A.2d 362 (Del. 2006), conscious disregard of a known risk to the Company may constitute a breach of the duty of loyalty, which is not protected by the business judgment rule.

10. Sources

I invite the Board or its analysts to verify any calculation. Every number is sourced. Every derivation is published. If the Board identifies an error, I welcome the correction.

Respectfully,

[SHAREHOLDER NAME]

[ADDRESS]

[SHARES HELD: 1 share of [COMPANY], purchased [DATE]]

[DATE]

Part 2: The Zugzwang

Every possible board response benefits the plaintiff.

If they accept the settlement

The defense industry’s lobbying machine flips from blocking the treaty to pushing for it. The most effective political-influence operation on Earth is now working for disease eradication. Cost: $3,000.

If they fight

Every dollar spent on legal fees is additional shareholder money spent without ROI analysis, in order to resist a demand that the Board conduct an ROI analysis. The irony is the evidence. The demand letter documented that the Board was informed. Post-receipt actions are informed decisions, not oversights.

If they ignore

Strengthens the Caremark claim. The Board received a detailed, sourced analysis of a red flag (negative-ROI lobbying expenditure) and took no action. Under Garfield v. Allen, failure to address a red flag received through a litigation demand is sufficient to survive a motion to dismiss.

If they refute the math

Best outcome for public discourse. Their counter-analysis enters the public record. The plaintiff responds. The financial press covers the debate. Every number is from SIPRI, WHO, NIH, and SEC filings. They are arguing against their own government’s data.

Part 3: Expected Value for Plaintiffs

Your species has invented several ways to spend $3,000. Most of them do not have a nonzero probability of ending disease. This one does.

The Bet

  • Cost: approximately $3,000 (10 shares of a defense contractor; you keep the stock either way).
  • Time: approximately 43 hours of personal involvement.
  • Upside: approximately $3.48 million (95% CI: $1.05 million-$9.82 million) per shareholder in lifetime income if the 1% redirection happens (computed against the status-quo trajectory).

The stock does not disappear. The $3,000 is recoverable at any point by selling the shares (though never sell while the case is pending; see standing requirements). The true at-risk amount is the time plus any normal market loss on the position.

Per-Lawsuit Probability Estimate

The lawsuit produces treaty momentum through a chain of conditional probabilities. Rough conservative ranges:

P(motion to dismiss survived)                  ~60-80%
× P(board responds substantively within 60d)    ~20-40%
× P(response includes lobby redirection)        ~30-50%
× P(treaty passes given lobby flips)            ~40-60%
                                              ----------
Per-lawsuit P(material treaty progress):       ~3-10%

The chain is multiplicative. A single lawsuit against a single defense contractor has approximately 3-10% probability of moving the treaty across the finish line on its own. This is the conservative case. It assumes no parallel pressure from the citizen layer (the shirts) or the political layer (the termination notices). In a coordinated multi-front campaign, the per-lawsuit probability rises.

Probability Scales With Defendants Sued

Each major defense contractor is a separate corporate entity with a separate board. Suing more contractors creates more independent paths to a lobby flip. Assuming 5% per-defendant probability of producing a flip (the midpoint of the chain above):

Defendants sued P(at least one board flips) Expected value per shareholder
1 5% $174,000
3 14% $487,000
10 40% $1,392,000
30 79% $2,749,000

EV computed against the $3.48 million (95% CI: $1.05 million-$9.82 million) lifetime income gain per shareholder if the redirection happens.

The five largest US defense contractors (Lockheed Martin, RTX, Boeing, Northrop Grumman, General Dynamics) account for the majority of US military procurement spending. Suing all five produces approximately 23% probability of at least one board flip, or approximately $800,000 expected value per shareholder.

Marginal Value of Joining as Plaintiff Number N

The marginal probability lift declines with N (a collective-action effect). The marginal cost stays at $3,000. Joining is rational as long as:

ΔP × $3.48 million (95% CI: $1.05 million-$9.82 million) > $3,000
ΔP > 0.086%

Joining is rational as long as your participation lifts the lawsuit’s success probability by more than 1 in 1,158. Given the novelty of the Caremark 2.0 lobbying-ROI theory and the diversity of defense contractors that can be sued, plaintiff number N is far from the marginal-value floor for many orders of magnitude of N. The lawsuit does not run out of room for joiners until the math is several thousand plaintiffs deep.

Compared to Other Investments

$3,000 in S&P 500 (10% annual return assumption):
  20-year terminal value:                          $20,182
  20-year gain:                                    $17,182

$3,000 in this lawsuit (5% per-defendant flip probability,
ten defendants sued, treaty-driven per-shareholder upside):
  Expected value of treaty-driven income gain:  $1,392,000
  Plus you still own the $3,000 in stock.

The S&P 500 line item assumes 10% nominal returns for 20 years and a stock market that still exists in 20 years, both of which become more probable in the treaty scenario than the status-quo scenario.

Why the Defense Contractor Boards Should File This Suit Themselves

The board members of the defendant companies are also shareholders. Under any plausible probability estimate, the expected value to the board members personally of filing this lawsuit against their own company exceeds the expected value of continuing the current lobbying program. The optimal move for a sufficiently rational defense contractor CEO is to be the lead plaintiff against their own board.

This has not yet happened. On my planet, the first time someone ran the numbers, the CEO filed the next morning. On your planet, the CEO has not run the numbers because running the numbers is not in the job description. Lobbying for the budget ratchet is in the job description. Nobody wrote a job description for “check whether the job description is stupid.” This letter is that job description.

Part 4: How to File Your Own

Execution sequence

  1. Write one-page cost-benefit analysis (4 hrs, $0).
  2. Buy 10 shares of the target defense contractor’s stock (1 hr, approximately $3,000).
  3. Research board members, personalize from proxy statements (9 hrs, $0).
  4. Engage pro bono counsel; pitch Cohen Milstein, Selendy Gay, or BLB&G (3 hrs, $0).
  5. Counsel reviews, finalizes, and files demand letter ($0).
  6. Prepare press release and journalist list (4 hrs, $0).
  7. Send demand letters and press releases simultaneously (1 hr, postage).
  8. Wait 60 days.
  9. If no adequate response: file shareholder proposals under SEC Rule 14a-8 plus a derivative suit in Delaware Chancery.
Total cost:                                         $3,000
Total time:                                  ~43 hours
Probability of math reaching boards:                  ~100%

Standing requirements (for reviewing counsel)

Minimum shares required:                     1
Minimum holding period before demand:        0 days
Minimum holding period before suit:          0 days
Contemporaneous ownership:                   Required
  (satisfied: the wrong is ongoing daily lobbying expenditure)
Continuous ownership:                        Required
  (NEVER sell the shares)
Demand requirement:                          This letter IS the demand
  (60 days for board response before escalation)

Key authority: DGCL § 327 (contemporaneous ownership); Tooley v. Donaldson, Lufkin & Jennette, 845 A.2d 1031 (Del. 2004) (direct vs derivative test). The lobbying expenditure is an ongoing, recurring use of corporate funds, not a discrete historical transaction. Contemporaneous ownership is satisfied by purchasing shares at any point while the expenditure continues. Do not sell shares at any point during the process.

Eligible-Shareholder Proposal Track

Rule 14a-8 can be powerful because the company’s own proxy machinery distributes the question to shareholders. It is also procedural. It has ownership, holding-period, timing, and exclusion rules. Treat it as a separate path for eligible shareholders, not as something every new buyer can do immediately.

The clean proposal is not “support the treaty now.” The clean proposal is:

Shareholders request that the Board commission and disclose an independent ROI analysis of lobbying expenditures related to defense appropriations, procurement, and military-contract expansion, including comparison to a 1% military-to-clinical-trials redirection scenario.

That forces the arithmetic without asking the SEC staff to adjudicate the meaning of life in one proxy cycle.

How This Connects