Rosen v. Cook (Apple copyright shareholder-derivative suit)

Rosen v. Cook (No. 5:26-cv-08463, N.D. Cal., filed August 14, 2026) is a verified stockholder derivative action brought by Apple stockholder Phil Rosen on behalf of Apple Inc. against fourteen of the company's current and former directors and officers, with Apple as nominal defendant. The complaint alleges that the defendants adopted and implemented "an unlawful business strategy whereby Apple used copyrighted and unlicensed materials, including books, videos, and commercial voices, to develop its Artificial Intelligence ('AI') services," and that they did so with knowledge of the resulting exposure (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.). The action was filed seventeen days before chief executive Tim Cook's announced September 1, 2026 departure from the role. It is the fifth United States action of its kind, following suits against executives of Adobe, Microsoft and NVIDIA (Source: chatgptiseatingtheworld.com).

Infobox

Allegations

Text and book training data

The complaint alleges that Apple trained its OpenELM language models and its Foundation Language Models on the Books3 pirated-book dataset, which it describes as containing approximately 196,640 pirated books, reached through the Books3 subset of the RedPajama dataset hosted on Hugging Face. It further alleges that a major source of training data for the Foundation Language Models was Books3 together with Applebot-crawled web pages containing copyrighted works from commercial news and media sites (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.). Apple's model family is described on Apple Foundation Models.

Video training data

The complaint alleges that Apple trained Apple AI Video, a set of large-scale generative text-to-video models, on Panda-70M — a derivative of HD-VILA-100M compiled by Snap, Inc. It states that Panda-70M was assembled from 3,098,462 YouTube videos yielding roughly 70.8 million video clips, extracted through circumvention of YouTube's technological protection measures and without authorization from YouTube or the underlying copyright holders (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Voice models and biometric claims

A third line of allegation concerns commercial voice models. The complaint asserts that Apple ingested hundreds of thousands of hours of human speech recordings and extracted speakers' unique biometric signatures and voiceprints for products including Siri, Personal Voice, Live Speech, "Narrated by Apple Books," Dictation, Voice Memos transcription, Live Voicemail, iMessage audio-message transcription, SFSpeechRecognizer and SpeechAnalyzer, distributed through Touch ID, Face ID, Personal Voice, App Tracking Transparency, Secure Enclave and Private Cloud Compute. It alleges that in doing so the defendants failed to identify the source speakers, to give written notice of the specific purpose and duration of collection, and to obtain a written release from each speaker, in violation of the Illinois Biometric Information Privacy Act (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Knowledge and red flags

The complaint pleads that the defendants knew of the alleged violations and "followed the 'ask forgiveness not approval' model" rather than using a clean dataset. It grounds the knowledge element in the volume of prior litigation against other AI developers, listing ten copyright actions — including *Kadrey v. Meta Platforms* (No. 3:23-cv-3417, N.D. Cal.), Concord Music Group v. Anthropic (No. 5:24-cv-03811, N.D. Cal.), *Bartz v. Anthropic* (No. 4:24-cv-05417, N.D. Cal.), In re Mosaic LLM Litigation, James v. Snowflake, Nazemian v. Nvidia, Tanzer v. Salesforce, Bird v. Microsoft, and two Ted Entertainment actions against Nvidia and Amazon — and eight biometric-privacy actions against Microsoft, Eleven Labs, Alphabet, Meta, NVIDIA and Adobe. It notes that Anthropic paid $1.5 billion to resolve Concord I and faces up to $3 billion in a second 2026 action (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

The complaint also identifies two class actions already filed against Apple over training data — Hendrix v. Apple (No. 4:25-cv-07558, N.D. Cal., filed September 5, 2025) by book authors, and Ted Entertainment, Inc. v. Apple (No. 3:26-cv-02936, N.D. Cal., filed April 3, 2026) by video creators — and four biometric actions dating to 2019, of which Lopez v. Apple settled in January 2025 for $95 million (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Cook's departure

The complaint places Cook's announced retirement in the sequence of events, stating that he "unexpectedly stated on April 22, 2026, less than three weeks after the filing of the Ted Entertainment action, that he would step down from his CEO position on September 1, 2026." A separate paragraph of the same complaint dates the announcement to April 20, 2026; the two dates are not reconciled in the text (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.). The complaint asserts the sequence; it does not plead that the litigation caused the departure.

Claims

Three counts are pleaded.

Count I — Breach of fiduciary duty, against all defendants. The Officer Defendants are alleged to have known, been reckless, or been grossly negligent in disregarding illegal activity "of such substantial magnitude and duration," and in not knowing that the company's statements about its AI datasets were false and misleading. The Director Defendants are alleged to have breached the duty of loyalty by permitting the copyright and biometric-privacy misconduct (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Count II — Waste of corporate assets, against the Director Defendants. The pleaded waste has three components: excessive compensation and bonuses paid and collected; causing Apple to repurchase approximately 201.8 million shares of common stock at what the complaint calls artificially inflated prices; and incurring legal liability and costs, including the defense of the copyright and biometric class actions (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Count III — Exchange Act §14(a) and SEC Rule 14a-9, against the Director Defendants. This count is pleaded solely on negligence, with the complaint expressly disclaiming any allegation of or reliance on fraud, scienter or recklessness as to it. The theory is that proxy statements urging re-election of the directors, approval of executive compensation and renewal of the outside auditor's contract were materially misleading by omission and were "an essential link" in stockholders acting on the board's recommendations. Relief sought under this count is injunctive and equitable, on the ground that the conduct interferes with the plaintiff's voting rights; timeliness is pleaded as within three years of the proxy statements and within one year of discovery (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Demand futility

Pre-suit demand on the board is pleaded as excused rather than made. The general argument is that the Director Defendants knowingly approved or permitted the alleged wrongs, authorized the dissemination of false and misleading statements, and are "principal beneficiaries of the wrongdoing," so that each faces a substantial likelihood of liability and none could fairly prosecute the action.

Two director-specific strands are developed. Cook's independence is challenged on his own public statements, including his praise of Apple Intelligence in an October 20, 2024 Wall Street Journal article, his remark that he used Apple Intelligence for tasks that have "changed my life," and two representations the complaint characterizes as false: that "[w]ith Apple Intelligence, we are integrating AI features across our platforms in a way that is deeply personal, private, and seamless," sourced to Apple's Q3 2025 earnings call of July 31, 2025, and that "Apple Intelligence avoids training on user data … [our m]odels use licensed content and synthetic datasets …. With independent audit confirming no data retention," sourced to an Apple Magazine piece of November 2, 2025. The Audit Committee members are argued to be disqualified by their charter responsibility for oversight of technology-security policies, internal controls over information and technology security, cybersecurity and privacy, and public-disclosure requirements. A further strand invokes Apple's Code of Business Conduct as imposing obligations beyond baseline fiduciary duties (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Relief sought

The prayer asks the court to declare that Rosen may maintain the action and adequately represents Apple; to declare breaches of fiduciary duty and violations of §14(a) and Rule 14a-9; to award Apple damages against the defendants jointly and severally with pre- and post-judgment interest; to direct governance and internal-procedure reforms strengthening the internal audit and control functions and establishing effective oversight of copyright-law compliance; to award restitution and disgorgement of benefits wrongly obtained; and to award costs including attorneys' and experts' fees (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

Jurisdiction and venue

The complaint invokes federal-question jurisdiction under 28 U.S.C. §1331 on claims arising under 15 U.S.C. §78n(a) and SEC Rule 14a-9, with supplemental jurisdiction under 28 U.S.C. §1367 over the state-law claims. Venue is pleaded under 28 U.S.C. §1391(b) and 15 U.S.C. §78aa on the basis that Apple is headquartered in the district. Assignment to the San Jose Division is requested under Local Rule 3-5(b) because the conduct is alleged to have occurred in Santa Clara County (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.). The fiduciary-duty allegations are pleaded against California Corporations Code §§204(10), 309 and 312(a), and against Apple's own Articles of Incorporation and Corporate Governance Guidelines, rather than against Delaware law — Apple is a California corporation headquartered in Cupertino.

The copyright shareholder-derivative theory

Rosen is the fifth United States application of a theory that recasts AI training-data exposure as a corporate-governance question: shareholders sue directors and officers for breach of fiduciary duty on the ground that they approved training on unlicensed material, exposed the company to copyright liability, or made proxy-statement misrepresentations concealing that risk. The theory was first used against Adobe in SEIU Pension Plan Master Trust v. Narayen and Hirschberger v. Narayen, then against Microsoft in *Anderson v. Microsoft* on June 30, 2026, and against NVIDIA officers including Jensen Huang on July 31, 2026 (Source: chatgptiseatingtheworld.com). The label "copyright shareholder derivative suit" was introduced by the copyright-litigation tracker Chat GPT Is Eating the World, whose author states he coined it (Source: chatgptiseatingtheworld.com).

Rosen differs from the earlier suits in scope. Where Anderson pleaded a disclosure theory built on Microsoft's proxy-statement representations, Rosen pleads the underlying data practices directly and adds a biometric-privacy count under Illinois law alongside the copyright allegations. The theory remains untested; no court had ruled on the merits of any of the five actions as of the filing date.

Current status

The complaint was filed and docketed on August 14, 2026 in the Northern District of California as case 5:26-cv-08463 (Source: CourtListener docket record, 2026-08-16). No responsive pleading, motion to dismiss, or judicial assignment had been recorded as of August 16, 2026.

The filed complaint carries three internal discrepancies, recorded here rather than reconciled. Paragraphs 14 and 22 give April 22 and April 20, 2026 respectively for Cook's step-down announcement, agreeing only on the September 1 effective date. Paragraph 147 states that the board "consisted of the eleven Director Defendants" and then lists eight names. Paragraph 36 defines the Audit Committee Defendants as Sugar, Austin, Lozano and Wagner, while paragraph 153 names only Lozano, Sugar and Wagner (Verified Stockholder Derivative Complaint, Rosen v. Cook et al.).

The copy of the complaint the wiki holds was retrieved from a copyright-litigation tracker rather than from PACER or CourtListener. The docket metadata was independently confirmed against CourtListener, and the PDF carries the court's ECF header stamp on every page; the provenance limitation is recorded on Verified Stockholder Derivative Complaint, Rosen v. Cook et al..

Relationships

• depends-on: Verified Stockholder Derivative Complaint, Rosen v. Cook et al. — the filed complaint this page tracks
• litigates: Apple — the directors and officers are the real defendants; Apple is a nominal defendant
• instance-of: Anderson v. Microsoft (copyright shareholder-derivative suit) — the same copyright shareholder-derivative theory, applied to a fourth and fifth company
• related: AI Copyright — the underlying infringement exposure the theory is built on
• related: Apple Foundation Models — the model family whose training data is at issue
• related: Bartz v. Anthropic, Kadrey v. Meta — direct infringement actions the complaint cites as red flags putting the defendants on notice
• related: AI Copyright Litigation — Analysis — the wider body of US actions the complaint cites as putting the defendants on notice

Sources

• Verified Stockholder Derivative Complaint, Rosen v. Cook et al. — Complaint, Rosen v. Cook et al., N.D. Cal. No. 5:26-cv-08463 (filed 2026-08-14)
• Chat GPT Is Eating the World / "Before retiring, Tim Cook sued in copyright shareholder derivative lawsuit for Apple's AI training on copyrighted works" (2026-08-14)
• CourtListener docket record for Rosen v. Cook, N.D. Cal. 5:26-cv-08463, retrieved 2026-08-16