Listen Get

The Funniest Lawsuit in the Universe

Author
Affiliation

Mike P. Sinn

International Campaign to End War and Disease

Abstract

Shareholder demand letter addressed to the boards of major US defense contractors. Legal theory: Caremark 2.0 duty of oversight, single-firm shareholder-primacy framing. Substantive claim: each defendant’s lobbying to maintain current military spending ratios produces negative ROI for its own shareholders by suppressing the GDP growth that would expand its addressable market. Every possible board response (accept, fight, ignore, refute) benefits the plaintiff. Cost to file: approximately $200 (one share of stock; 1 share is sufficient under DGCL § 327). This page is structured as a standalone distribution artifact: post it anywhere, forward it to any defense-contractor shareholder, file it yourself. The math, the legal theory, and the templates are all in this document.

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: $200 to $600 for one share of stock (pro bono counsel).

PROBABILITY THE MATH REACHES THE BOARD: approximately 100%. The Board is legally required to read what the corporate secretary receives by certified mail.

WHAT IT BUYS: approximately 10.7 billion fewer humans dying of cancer, Alzheimer’s, ALS, and cardiovascular disease, 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)157 158. The dead include, in expectation, members of your family, members of the defendants’ families, and members of the judge’s family. The price of the share buys one named human a legally enforceable obligation to read why.

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.

An Open Letter to the Boards

To the board members and CEOs of every defense contractor named in this campaign:

We love you. We do not want you to die of pancreatic cancer, ovarian cancer, brain cancer, Alzheimer’s, ALS, Parkinson’s, or heart disease. We do not want your husband or wife, your kids, or your parents to die of those things. We do not want our own families to die of them either. We are in the same boat. I am going to die. So is my mom. So is everyone I have ever loved. So are you. This letter is a letter from one human to another.

Sometime in the next ten years, someone you love is going to get a diagnosis. It will most likely be one of the four diseases above. The treatment that could have cured it will not exist, because the trial that would have produced it was not funded, because the Company’s lobbying budget you signed off on this year was pointed at the wrong thing. You will spend weeks visiting them in the hospital. You will rearrange your schedule around their chemotherapy. You will sit in a waiting room while a doctor explains what “palliative” means. You will go to their funeral. You will go to the wake. You will drive home and sit in your car in the driveway for a while.

We do not want that for you. Your Company’s lobbying is making it more likely. Every human reading this is going to die of some disease, and the disease will almost certainly be one that could have been cured if someone had funded the trial. Right now your Company spends 604 (95% CI: 453-894) times more lobbying for missiles than the entire world spends on trying to cure those diseases. That ratio is killing you. It is also making your family poorer than they would otherwise be.

The Company’s lobbying budget for 122 apocalypses worth of mass-murder capacity, at the expense of the clinical trials that would cure the diseases that will kill you and everyone you love, is the specific corporate decision we are asking you to revisit.

We are not asking you to do something. We are asking you to stop doing something. Specifically, stop signing the lobbying line item that is shortening your own life. The same budget that currently funds the most effective political-influence operation on Earth, pointed at maintaining the 604 (95% CI: 453-894)-to-1 ratio that is killing all of us, just needs to be pointed at the 1% treaty157 158 instead. Same lobbyists. Same congressional relationships. Same dinners with senators. Different ask.

What that looks like concretely: on the Monday morning after you sign the settlement, the same defense-industry lobbyists who currently spend their days arguing against any redirection of military spending will, in the same offices, with the same access, start arguing for the 1% treaty. Nothing in your operations changes. Nothing in your supply chain changes. Nothing in your customer relationships changes. The only thing that changes is what your lobbyists are saying on Capitol Hill. That is the entire change. That is what saves you, your family, your shareholders, and us.

The known-safe pharmaceutical compounds that would cure the diseases that will kill you are sitting in the trial queue right now, waiting for funding. Metformin for Alzheimer’s. Rapamycin for biological aging. Low-dose naltrexone for autoimmune conditions and certain cancers. These three molecules alone have public research support; 9,500 known-safe compounds total are in the same queue, with 99.7% (95% CI: 99%-100%) of their potential disease indications never tested. The 1% redirection funds those trials. The current lobbying blocks them.

This is not adversarial. The lawsuit is the only mechanism we have to put the math in front of you in a form you are legally required to read. If you read it and we are wrong, please tell us how. If you read it and we are right, please act on it. Either way, we love you.

If you are inclined to defend the current allocation on national-security grounds, please read The Eisenhower Curve before responding. The short version: the current allocation is the mechanism by which the United States is losing strategic competition to China. The treaty is the most pro-defense action available. The country that won World War II had 96.7% less defense spending than the United States has today, and the reason it won is that its productive economy had not been cannibalized to fund a peacetime military.

One more thing. As far as we can tell, this is the first lawsuit ever where the defendants are way better off losing than winning. Settling costs your Company nothing. It adds approximately $3.48 million (95% CI: $1.05 million-$9.82 million) to the average shareholder’s lifetime income, because the economy grows about 4.1x (95% CI: 2.02x-8.62x) bigger when disease stops eating it. (You are well above the average and would gain more.) It adds approximately 12 years (95% CI: 8 years-18 years) of healthy life to the average beneficiary, including you, your spouse, your kids, your parents, and every shareholder you serve. We looked for any version where fighting helps you. There isn’t one.

To say it plainly: winning this case kills you. If you beat us in court, the lobbying keeps going. If the lobbying keeps going, the line of untested cures stays 443 years long. The diseases that will kill you, your wife or husband, your kids, your shareholders, and us stay in that line. Winning this case in court is the same as signing your own death warrant on behalf of everyone you love. We are filing the lawsuit because we do not want you to sign it. We do not want to die either.

The same math applies to every human in the case: the judge, the jury, the defense lawyer, and all of their families. The judge who throws this case out is throwing out the case that would have helped the judge live longer, helped the judge’s wife or husband live longer, and helped the judge’s kids and grandkids live longer. The defense lawyer who wins a motion to dismiss is winning a motion that, on average, kills them, their spouse, and their kids a decade or two early. Same for every juror. Same for every juror’s family.

Add it up. Every person named in the case has about 10 to 20 people they love. Across the plaintiff, the defendants, the judge, the jury, and the lawyers on both sides, that is roughly 100 to 300 humans whose lives get shorter or longer based on what this court decides. We love all of them. We do not want any of them to die of diseases that the math says we could have cured. This case is, at its heart, a letter asking every human reading it to choose to live longer and let the people they love live longer.

Defense contractors exist for one reason. They exist to preserve the lives of the citizens whose government funds them. Their charter, their privileges, their contracts, and their lobbying access all flow from that purpose and from no other. The lobbying your Board currently authorizes maintains 122 apocalypses worth of mass-murder capacity while withholding the funding that would produce the treatments your shareholders, your families, and your fellow citizens require to survive pancreatic cancer, ovarian cancer, glioblastoma, Alzheimer’s, ALS, Parkinson’s, and cardiovascular disease. The Company is a defense contractor producing, in the aggregate, an undefended population. We ask you to redirect the lobbying so the Company performs the function for which it exists.

Defense counsel exist to represent the client. The client is the Company. The Company has no interests except those of the humans who compose it. Under Delaware law, those interests are the interests of the shareholders, who are humans who must be alive to receive financial returns and whose families must be alive for those returns to mean anything. Under ABA Model Rule 2.1, counsel must render candid advice on the economic and moral considerations relevant to those humans’ situation. The math in this filing shows that settling adds approximately $3.48 million (95% CI: $1.05 million-$9.82 million) to the average shareholder’s lifetime income and approximately 12 years (95% CI: 8 years-18 years) to the average shareholder’s healthy life, in an economy roughly 4.1x (95% CI: 2.02x-8.62x) larger than the current trajectory. Whether the Company itself grows, shrinks, or pivots into medical and biotech work in that larger economy is a question for the Board to answer; the shareholders’ interests are served by settling either way. Counsel rendering candid advice on those humans’ interests reaches one conclusion. Counsel advising “fight” is advising every human the corporation comprises to act against their own interest. We ask counsel to advise the Board accurately.

Courts exist to promote the general welfare. The general welfare is not an abstraction. It is the median health and the median wealth of the citizens the law was written to protect. The math in this filing shows that a procedural dismissal of this case shortens the median citizen’s healthy life expectancy and reduces the median citizen’s lifetime income by approximately $3.48 million (95% CI: $1.05 million-$9.82 million). A court that dismisses this case on procedural grounds is exercising the power the Constitution granted it to do the opposite of what the Constitution granted that power for. We ask the court to permit the case to proceed so the institution performs the function for which it exists.

To the judge: if you are still leaning toward throwing this case out on a technicality, we are asking you to do one thing before signing the order. Take a piece of paper. Write down, in your own handwriting, the name of the person you love most in the world. Look at that name. Under the math in this filing, that is the person whose life your order makes shorter. We are not asking you to rule against the law. We are asking you to read the math, write the name, and then decide. The law belongs to you and to the bar. The name belongs to you alone. We are asking you not to write it.

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 $200 of stock (one share is sufficient under DGCL § 327) 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. It is hard to find a 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,

Before the legal claims: I do not want you to die of pancreatic cancer, ovarian cancer, glioblastoma, Alzheimer’s, ALS, Parkinson’s, or cardiovascular disease. I do not want your families or your shareholders to either. My family included. [TODO for plaintiff: optionally add one sentence here naming the specific loved one whose disease motivated you to file. Example: “My [mother/father/brother/daughter] died of [DISEASE] in [YEAR]. That is why I am writing this letter.”] Every human in this picture has a roughly 100% lifetime probability of dying from a disease that would have had a treatment if anyone had funded the trial. This letter is the only mechanism I have to put the math in front of you in a form you are legally required to read. It is care, not attack.

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, including the effect on the shareholders’, their families’, and the Board members’ own probability of dying from a disease that would have a treatment if the lobbying had been pointed the other way.

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, Health, and Lives

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 the average shareholder earns approximately $3.48 million (95% CI: $1.05 million-$9.82 million) less over their lifetime than they would under the alternative. The average spouse earns approximately the same amount less. The average shareholder’s children inherit a smaller, sicker economy than the one their parents could have left them.

This is also a direct, quantifiable harm to shareholder health. Approximately 150 thousand humans die every day of diseases that would have treatments if anyone had funded the trials. 99.7% (95% CI: 99%-100%) of the potential uses for 9,500 known-safe pharmaceutical compounds have never been tested for the diseases they might cure. Specific examples currently sitting in that queue with documented research support include metformin for Alzheimer’s prevention, rapamycin for biological aging, and low-dose naltrexone for autoimmune conditions and certain cancers. The lobbying the Board authorizes is the recurring corporate decision that maintains the funding ratio responsible for the fact that these and thousands of other candidates are not being tested.

Every shareholder of the Company will sometime in the next forty years receive a diagnosis, most likely of cardiovascular disease, cancer, or a neurodegenerative disorder (the three categories that account for ~75% of US adult deaths). The treatment that could have cured it will or will not exist depending on what was funded. The Company’s lobbying budget you signed off on this year was pointed at the choice that produces “will not exist.”

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

The Board should also understand that prevailing on the merits of this case is, in expected value, a death sentence for the Board, the Board members’ spouses, the Board members’ children, the Board members’ parents, every shareholder, every shareholder’s family, the plaintiff, the plaintiff’s family, the judge who would dismiss it, the judge’s family, the defense counsel who would prevail on the motion to dismiss, the defense counsel’s family, every juror, and every juror’s family. The total population whose actuarial life expectancy is shortened by an order ruling for the Company in this case is on the order of several hundred humans counted across the immediate families of every person in the proceeding, plus the millions of Company shareholders and their families, plus the 10.7 billion additional deaths the suppressed trial queue produces across humanity.

If this case is dismissed, the lobbying continues; the trial queue stays 443 years long; the diseases that will kill every human involved in this filing remain in that queue. There is no procedural posture in which the Company “wins” without that consequence. The only outcome in which every named party, every officer of the court, and every family member of every party and officer survives longer is the outcome in which the Board commissions the analysis this letter requests.

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

[CEO NAME], we love you. We do not want you to die. We do not want [SPOUSE NAME] or your children or your grandchildren to die of a disease that would have had a treatment if the lobbying you authorize this year had been pointed at funding the trial instead of blocking it. 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]%
Probability your spouse is alive at [their age+20]:   ~[X]%
Expected accessible wealth:                      $[calculated]
Likely cause of your death:                       cardiovascular disease, cancer,
                                                     or neurodegenerative disease
                                                     (the three categories that
                                                     account for ~75% of US adult
                                                     mortality, all of which have
                                                     candidate treatments in the
                                                     untested-compound queue)

SCENARIO B: 1% REDIRECTION (redirect lobbying objective)
Net worth in 20 years (treaty CAGR):              $[calculated]
Probability of being alive at [age+20]:               ~[X]% (higher; disease
                                                     eradication adds
                                                     5.1 years (95% CI: 1.81 years-8.45 years))
Probability your spouse is alive at [their age+20]:   ~[X]% (also higher)
Expected accessible wealth:                      $[calculated]

DIFFERENCE
Wealth gained by redirecting lobbying:           $[calculated]
Additional healthy life-years (median estimate):     [X]
Funerals you do not have to attend:                  the ones for the people you love

Healthy life-years estimate: the treaty scenario produces a global HALE gain of 21.7 years (95% CI: 15.6 years-30 years) by year 15, computed from disease cure fraction and longevity gains (see GDP Trajectories159 and parameters). For the CEO template, adjust using actuarial tables for the CEO’s age and sex. Conservative floor: 5.1 years (95% CI: 1.81 years-8.45 years) (gap between global average and best-performing country). Cite the specific number your counsel is comfortable defending.

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?
  5. Is the Board aware that the most rigorous recent empirical study in the field (Saeed, 2025, Defence and Peace Economics 36(1):86-101, using instrumental-variables methodology on a panel of 133 countries from 1960 to 2012) estimates that an increase in military expenditure of one percentage point of GDP reduces economic growth by approximately 1.10 percentage points? If the Board accepts that estimate, how does the Board reconcile its lobbying to maintain current US spending ratios with a finding that those ratios are shrinking the economy that funds the Company’s contracts? If the Board rejects the estimate, please disclose the methodologically superior analysis on which the Board relies. The supporting analytical framework, including the model that decomposes wartime national power into its productive-base, pivot-speed, and competence terms, is at The Eisenhower Curve.

8. Proposed Resolution

I do not seek monetary damages. I am not asking the Company to do anything new. I am asking the Company to stop doing something specific and start doing something the same shape with the same money. Specifically:

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.

What this looks like in practice: on the Monday morning after the settlement is signed, the same lobbyists the Company currently retains will, in the same offices, with the same access, start arguing for the 1% treaty on Capitol Hill instead of arguing against any redirection of military spending. Same payroll. Same congressional relationships. Same dinners. Different ask. Nothing in the Company’s operations, supply chain, customer relationships, or staffing changes. The only thing that changes is what the Company’s lobbyists are saying in the meetings they were already going to have.

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 shareholders the Board is required to serve.

Two notes the Board should weigh before deciding what to do with this letter. First, this letter constitutes legal notice. The Board is now informed that a sourced, quantitative analysis shows its lobbying expenditure produces negative shareholder ROI and is shortening the actuarial life expectancies of every shareholder, every director, and every member of those directors’ families. Any continued expenditure without investigation is 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.

Second, prevailing in the resulting litigation is, in actuarial terms, a death sentence for every director, every shareholder, every member of those families, the plaintiff, the plaintiff’s family, the judge who would dismiss the case, the judge’s family, the defense counsel who would prevail on the motion to dismiss, and that counsel’s family. We do not say this rhetorically. The math in this filing shows that the trial queue stays 443 years (95% CI: 324 years-712 years) long under the status quo; the diseases that will kill every human in the proceeding remain in that queue. There is no procedural posture in which the Board “wins” without that outcome. The only outcome in which everyone in the chain lives longer is the outcome in which the Board commissions the analysis this letter requests.

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% $174,001
3 14% $496,337
5 23% $787,246
10 40% $1,396,402
30 79% $2,733,071

EV = P(at least one flip) × $3.48 million (95% CI: $1.05 million-$9.82 million) lifetime income gain per shareholder if the redirection happens. P(at least one flip) = 1 − (1 − 0.05)N.

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 $787,246 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 × $3,480,017 > $3,000
ΔP > 0.086%

Joining is rational as long as your participation lifts the lawsuit’s success probability by more than 1 in 1,160. 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:  $1,396,402
  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). The demand letter already contains the full analysis; the one-pager is the executive summary for the journalist list. Source the math from Where Am I Wrong?.
  2. Buy at least 1 share of the target defense contractor’s stock (1 hr, $200-$600 for one share depending on contractor). Per DGCL § 327, one share is legally sufficient for the demand letter and derivative action. Many plaintiffs buy 5-10 shares for optics and to preserve the Rule 14a-8 path (which has separate dollar thresholds; see shareholder-proposal-14a-8.qmd). Total cost: ~$500 minimum, ~$3,000 if buying 10 shares. See the target reference table below for current prices.
  3. Research board members, personalize from proxy statements (9 hrs, $0). Use the board member research protocol to extract CEO name, age, holdings, and probability of being alive in 20 years from the latest DEF 14A. Output goes into Section 6 of the demand letter.
  4. Engage pro bono counsel; pitch Cohen Milstein, Selendy Gay, or BLB&G (3 hrs, $0). Use the counsel pitch letter and firm list. The pitch letter is distinct from the demand letter and emphasizes strategic value to the firm, not the moral case.
  5. Counsel reviews, finalizes, and files demand letter ($0).
  6. Prepare press release and journalist list (4 hrs, $0). The press release page also contains the full journalist target list by beat.
  7. Send demand letters and press releases simultaneously (1 hr, postage). The press release sequencing section covers embargo timing and same-day distribution.
  8. Wait 60 days.
  9. If no adequate response: file shareholder proposals under SEC Rule 14a-8 (see the eligible-shareholder proposal track below) plus a derivative suit in Delaware Chancery (Maryland for Lockheed Martin).
Total cost (minimum, 1 share):              ~$200-$600
Total cost (typical, ~10 shares):           ~$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.

Target reference table

Cost per share as of May 2026; lobbying figures from OpenSecrets (2024 full-year, the most recent complete reporting period).

Company Ticker ~Price/share Lobbying (2024) Incorporated
Lockheed Martin LMT $530 $15.7M MD
RTX Corporation RTX $197 $13.5M DE
Boeing BA $229 $11.9M DE
General Dynamics GD $342 $12.2M DE
Northrop Grumman NOC $557 $8.8M DE
Huntington Ingalls HII $321 $5.2M DE
Leidos Holdings LDOS $123 $3.8M DE
L3Harris Technologies LHX $318 $2.5M DE
Sector total $191M

Seven of eight are Delaware corporations; Lockheed Martin is Maryland. Both states permit Caremark-type oversight claims. Step 2 in the execution sequence above (“buy 10 shares”) costs roughly $1,200-$5,600 depending on target. Filing against all eight requires approximately $25,600 in share purchases, which also happens to be the hedge: if the demand letters work and defense stocks dip, the treaty-driven GDP growth more than compensates (see Part 3).

Share prices are approximate and will change. Look them up before buying. The lobbying column is what you cite in Section 1 of the demand letter as the specific expenditure constituting the alleged oversight failure.

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

The lawsuit is one move in a campaign that does not depend on the lawsuit winning. The citizens wear the shirt that puts the math in front of every human they love. The voters send the Notice of Termination to every elected official who would rather fund missiles than the trial that would save the official’s mother. The treaty itself is the 1% redirection and the Earth Optimization Prize160 that absorbs the redirected dollars and turns them into cures. The institutions that replace the budget-allocation systems the treaty obsoletes are Wishocracy161, Optimocracy162, the Optimal Policy Generator163, and the Optimal Budget Generator164. The FAQ handles the question every honest skeptic asks once and then stops.

The lawsuit is the layer that forces the math into the boardroom in a form the Board is legally required to read. The shirts force it into the family living room. The termination letters force it into the senator’s inbox. The treaty is what every layer is converging on. The campaign succeeds whenever any of those layers lands. The campaign succeeds completely when all of them do.

The Funniness of This Lawsuit, Mathematically

A normal lawsuit produces zero laughs. The defendants do not laugh, the plaintiffs do not laugh, and the lawyers laugh only at the billable hours. This one produces approximately 3.51 quadrillion laughs (95% CI: 1.61 quadrillion laughs-5.59 quadrillion laughs).

The chain:

  • Average human laughter rate: 17 laughs per day, or 6,205 per healthy life-year.
  • The lawsuit’s purpose is to force the math into the boardroom and the public record, redirecting the $127 million (95% CI: $100 million-$160 million) per year of defense lobbying from blocking the 1% treaty to championing it.
  • The treaty compresses the disease eradication queue from 443 years to 36 years, recovering approximately 565 billion healthy life-years across humanity.
  • 565 billion recovered healthy life-years × 6,205 laughs per year = 3.51 quadrillion laughs.

The full calculation:

\[ \begin{gathered} L_{shirt} \\ = DALYs_{max} \times L_{year} \\ = 565B \times 6{,}200 \\ = 3510T \end{gathered} \]
where:
\[ \begin{gathered} DALYs_{max} \\ = DALYs_{global,ann} \times Pct_{avoid,DALY} \times T_{accel,max} \\ = 2.88B \times 92.6\% \times 212 \\ = 565B \end{gathered} \]
where:
\[ T_{accel,max} = T_{accel} + T_{lag} = 204 + 8.2 = 212 \]
where:
\[ \begin{gathered} T_{accel} \\ = T_{first,SQ} \times \left(1 - \frac{1}{k_{capacity}}\right) \\ = 222 \times \left(1 - \frac{1}{12.3}\right) \\ = 204 \end{gathered} \]
where:
\[ \begin{gathered} T_{first,SQ} \\ = T_{queue,SQ} \times 0.5 \\ = 443 \times 0.5 \\ = 222 \end{gathered} \]
where:
\[ \begin{gathered} T_{queue,SQ} \\ = \frac{N_{untreated}}{Treatments_{new,ann}} \\ = \frac{6{,}650}{15} \\ = 443 \end{gathered} \]
where:
\[ \begin{gathered} N_{untreated} \\ = N_{rare} \times 0.95 \\ = 7{,}000 \times 0.95 \\ = 6{,}650 \end{gathered} \]
where:
\[ \begin{gathered} k_{capacity} \\ = \frac{N_{fundable,ref}}{Slots_{curr}} \\ = \frac{23.4M}{1.9M} \\ = 12.3 \end{gathered} \]
where:
\[ \begin{gathered} N_{fundable,ref} \\ = \frac{Subsidies_{trial,ref}}{Cost_{pragmatic,pt}} \\ = \frac{\$21.8B}{\$929} \\ = 23.4M \end{gathered} \]
where:
\[ \begin{gathered} Subsidies_{trial,ref} \\ = Funding_{trial,ref} - OPEX_{trial} \\ = \$21.8B - \$40M \\ = \$21.8B \end{gathered} \]
where:
\[ \begin{gathered} OPEX_{trial} \\ = Cost_{platform} + Cost_{staff} + Cost_{infra} \\ + Cost_{regulatory} + Cost_{community} \\ = \$15M + \$10M + \$8M + \$5M + \$2M \\ = \$40M \end{gathered} \]
where:
\[ L_{year} = L_{day} \times 365 = 17 \times 365 = 6{,}200 \]

For comparison, the most successful class action in US history (the 1998 Tobacco Master Settlement) produced approximately zero laughs. This one produces 3.51 quadrillion. The cost-per-laugh is approximately $0.00000000003, which is the lowest cost-per-laugh ever recorded for a legal proceeding.

The defendants will find this less funny than the plaintiffs do. That is fine. The laugh count is calculated for humanity in aggregate, not for the named defendants. They are welcome to file an amicus brief explaining why their 1% revenue is funnier than 3.51 quadrillion laughs. We will read it carefully and then file it next to the other defenses against the funniest lawsuit in the universe.