Verified Stockholder Derivative Complaint, Rosen v. Cook et al.

The complaint in Rosen v. Cook et al., No. 5:26-cv-08463, was filed on August 14, 2026 in the United States District Court for the Northern District of California and runs to 60 pages and 176 numbered paragraphs. Phil Rosen, described as a current Apple stockholder who has held shares continuously through a relevant period the complaint defines as January 2023 to the present, sues derivatively on Apple's behalf against fourteen current and former directors and officers, with Apple named as nominal defendant. Counsel is Bottini & Bottini, Inc. of La Jolla, California (Francis A. Bottini, Jr. and David T. Wissbroecker). A jury trial is demanded. The case-tracking page is Rosen v. Cook (Apple copyright shareholder-derivative suit).

The complaint's opening characterization is 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." Allegations are pleaded on personal knowledge as to the plaintiff's own acts and on information and belief as to everything else, based on counsel's review of legal and regulatory filings, press releases, Apple's online documents, media reports and other public company statements.

Parties

The complaint sorts the fourteen individual defendants into overlapping groups that the demand-futility argument later turns on.

Compensation figures are pleaded for most defendants and recur in the waste-of-corporate-assets count. Cook is alleged to have received roughly $74.3 million for 2025, $74.6 million for 2024 and $63.2 million for 2023; Kate Adams approximately $27 million for 2025, $27.2 million for 2024 and $27 million for 2023; Deirdre O'Brien the same three figures; Sabih Khan $27 million for 2025; Kevan Parekh roughly $22.5 million for 2025; and Luca Maestri $15.5 million for 2025, $27.2 million for 2024 and $27 million for 2023. Director compensation for 2025 is pleaded at $557,231 for Levinson, $471,283 for Sugar, $458,020 for Jung, $445,373 for Wagner, $412,982 for Gorsky, $412,956 for Lozano and $412,850 for Austin. Each figure is alleged to have been approved by the board.

Apple is pleaded as a California corporation headquartered in Cupertino, trading on Nasdaq as AAPL — a jurisdictional fact that governs the state-law claims, which are brought under California Corporations Code §§204(10), 309 and 312(a) rather than Delaware law.

The training-data allegations

Text and books

Apple announced Apple Intelligence in June 2024, and the complaint alleges that to train its generative models the company "amassed an enormous library of data that includes copyrighted works, copied without author consent, credit, or compensation." The specific pleading concerns two model families. Apple released the OpenELM language models in April 2024 in 270M, 450M, 1.1B and 3B sizes, each hosted on Hugging Face; the complaint quotes each model card's statement that "Our pre-training dataset contains … a subset of RedPajama," and points to the published OpenELM paper as revealing that a large quantity of the training data comes from the Books3 subset of RedPajama, which it describes as containing approximately 196,640 pirated books. RedPajama is characterized as a publicly available reproduction of the training data used for the first LLaMA models. The Foundation Language Models are alleged to draw on Books3 together with Applebot-crawled pages carrying copyrighted works from commercial news and media websites.

The complaint sets out the mechanism it relies on: during training the model "copies and ingests each textual work from the training dataset, and extracts protected expression from it into stored weights," and later output is described as a computation over those weights imitating the ingested expression.

Video

Apple AI Video, described as a set of large-scale generative text-to-video models within Apple's vision-language work, is alleged to have been trained on Panda-70M, a derivative of HD-VILA-100M compiled by Snap, Inc. Panda-70M is pleaded as 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 rightsholders.

Voice and biometric identifiers

The third line concerns what the complaint calls commercial voice models. Apple is alleged to have ingested "hundreds of thousands of hours of human speech recordings" and extracted speakers' unique biometric signatures and voiceprints, across 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. The alleged violation of the Illinois Biometric Information Privacy Act is the failure to identify source speakers, to give written notice of the specific purpose and duration of collection, and to obtain a written release from each speaker before ingesting their recording into the training pipeline.

Knowledge

The scienter theory is that the defendants "followed the 'ask forgiveness not approval' model" rather than using a clean dataset, and that the surrounding litigation put them on notice. The complaint enumerates ten copyright actions against other AI developers — including *Kadrey v. Meta Platforms*, Concord Music Group v. Anthropic (Concord I), *Bartz v. Anthropic*, In re Mosaic LLM Litigation, James v. Snowflake, Nazemian v. Nvidia, Tanzer v. Salesforce, Bird v. Microsoft, and 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, and calls the pattern "blazing red flags."

Two class actions already pending against Apple over training data are pleaded — 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 — along with four biometric actions dating to 2019, of which Lopez v. Apple settled in January 2025 for $95 million.

Causes of action

The complaint pleads three counts. The queued ingest description recorded two; the waste count is the third.

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 AI datasets were false and misleading, breaching duties of care and loyalty. The Director Defendants are alleged to have breached the duty of loyalty by permitting the copyright and BIPA misconduct.

Count II — Waste of corporate assets, against the Director Defendants. The pleaded waste is threefold: paying and collecting excessive compensation and bonuses; causing the company to repurchase approximately 201.8 million shares of common stock at artificially inflated prices; and incurring "potentially millions of dollars of legal liability and/or legal costs," including defending the copyright and BIPA class actions.

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 allegations of, reliance upon any allegation of, or reference to any allegation of fraud, scienter, or recklessness with regard to this claim." The theory is that the 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 that those solicitations 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.

Demand futility

Pre-suit demand is pleaded as excused. The argument runs 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 they could not fairly prosecute a suit even if they brought one, and each faces a substantial likelihood of liability.

Two director-specific strands are developed. Cook's independence is challenged on his own public statements: the complaint cites his praise of Apple Intelligence in an October 20, 2024 Wall Street Journal article, his statement that he used Apple Intelligence for tasks that have "changed my life," and two representations it 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 Defendants are argued to be disqualified by their charter responsibilities, which the complaint describes as oversight of the adequacy and effectiveness of technology-security policies, internal controls over information and technology security, cybersecurity and privacy, compliance with related legal, regulatory and ethical requirements, and public-disclosure requirements. A further strand invokes Apple's Code of Business Conduct as imposing obligations beyond baseline fiduciary duties, breach of which is pleaded as itself creating exposure.

Relief sought

The prayer asks the court to declare that the plaintiff may maintain the action and adequately represents the company; to declare breaches of fiduciary duty and violations of §14(a) and Rule 14a-9; to award Apple damages 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; and to award costs including attorneys' and experts' fees.

Internal inconsistencies

Three discrepancies appear within the document itself and are recorded rather than reconciled.

• Cook's step-down announcement date. Paragraph 14 states that Cook "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." Paragraph 22 states that "Cook announced on April 20, 2026, that he is stepping down from his role as CEO." Both paragraphs agree the departure takes effect September 1, 2026.
• Board size. Paragraph 147 states that "the Board consisted of the eleven Director Defendants" and then lists eight names — Cook, Levinson, Austin, Gorsky, Jung, Lozano, Sugar and Wagner. The count and the enumeration do not match.
• Audit committee membership. Paragraph 36 defines the Audit Committee Defendants as Sugar, Austin, Lozano and Wagner; paragraph 153 refers to "The Audit Committee Defendants (Lozano, Sugar, and Wagner)," omitting Austin.

Provenance

The complaint was retrieved on August 16, 2026 as a PDF from chatgptiseatingtheworld.com, a copyright-litigation tracker, rather than from PACER or CourtListener. This is a secondary host and the source page carries a provenance flag on that basis. The docket metadata — case number 5:26-cv-08463, the Northern District of California, and the August 14, 2026 filing date — was independently confirmed against CourtListener. The PDF carries the court's own ECF header stamp on every page ("Case 5:26-cv-08463 Document 1 Filed 08/14/26 Page N of 60"), which is consistent with a filed document, and the signature block is dated August 14, 2026 over the electronic signature of Francis A. Bottini, Jr. The text extracted cleanly with a text layer present throughout; no OCR was required.

Relationships

• supports: Rosen v. Cook (Apple copyright shareholder-derivative suit) — the case-tracking page this document anchors
• related: Apple — the nominal defendant and the company whose training practices are at issue
• related: Apple Foundation Models — the model family the complaint names
• related: AI Copyright — the underlying infringement exposure the fiduciary theory is built on
• related: Anderson v. Microsoft (copyright shareholder-derivative suit) — the parallel copyright shareholder-derivative action against Microsoft
• related: Bartz v. Anthropic, Kadrey v. Meta — direct infringement actions pleaded as putting the defendants on notice