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In September 2011, two additional shareholder derivative lawsuits were filed in the United States District Court for the
District of New Jersey by Donovan Spamer and The George Leon Family Trust naming current and former directors of
Johnson & Johnson as defendants and Johnson & Johnson as the nominal defendant. These lawsuits allege that the
defendants breached their fiduciary duties in their decisions with respect to the compensation of the Chief Executive
Officer during the period from 2008 through 2011, and that the defendants made misleading statements in the
Company’s annual proxy statements. Both of these lawsuits were voluntarily dismissed without prejudice, but a similar
lawsuit, The George Leon Family Trust v. Coleman, was refiled in July 2012. That lawsuit seeks a variety of relief, including
monetary damages, injunctive relief, and corporate governance reforms. The Settlement, described above, does not
resolve these potential claims. In June 2013, the Board of Directors of Johnson & Johnson (the Board) received a report
prepared by special, independent counsel to the Board, which investigated the allegations contained in the derivative
actions filed by Donovan Spamer and by The George Leon Family Trust, and in several shareholder demand letters that
the Board received in 2011 and 2012 raising similar issues. The report recommended that Johnson & Johnson reject the
shareholder demands and take whatever steps are necessary or appropriate to secure dismissal of the derivative litigation.
The Board unanimously adopted the report’s recommendations.
In September 2013, Johnson & Johnson moved to dismiss or, in the alternative, for summary judgment in The George
Leon Family Trust v. Coleman, based upon the Board’s determination. In October 2013 the plaintiff in the Leon litigation
filed an amended complaint. In November 2013, Johnson & Johnson moved to dismiss the amended complaint or, in the
alternative, for summary judgment, based upon the Board’s determination.
22. Restructuring
In 2011, Cordis Corporation, a subsidiary of Johnson & Johnson, announced the discontinuation of its clinical development
program for the NEVO™ Sirolimus-Eluting Coronary Stent and cessation of the manufacture and marketing of CYPHER®
and CYPHER SELECT®Plus Sirolimus-Eluting Coronary Stents by the end of 2011. The Company recorded a pre-tax
charge of $0.7 billion, of which $0.1 billion was included in cost of products sold. The Cordis restructuring program has
been substantially completed. The restructuring charge was recorded in the Medical Devices and Diagnostics segment.
Johnson & Johnson 2013 Annual Report •67