Fiserv Executives Accused by Shareholder Derivative Suit Over Alleged Securities Fraud

In a high-stakes legal battle, a shareholder has filed a derivative lawsuit against the board of directors and certain executives of a major financial technology company, alleging breaches of fiduciary duties and violations of federal securities laws. Richard Martin, acting on behalf of Fiserv, Inc., lodged the complaint in the United States District Court for the Eastern District of Wisconsin on December 10, 2025. The lawsuit targets several high-profile figures within the company, including former CEO Frank J. Bisignano.

The complaint outlines a series of allegations that span from July 24, 2024, to October 29, 2025. It accuses Fiserv’s leadership of misleading investors by artificially inflating growth numbers through forced migrations from an older point-of-sale platform to its flagship product, Clover. This maneuver allegedly created an illusion of organic growth which later unraveled as many migrated customers left for cheaper alternatives like Square and Toast. The plaintiff claims that these actions constituted securities fraud and resulted in inflated stock prices that benefited insiders at the expense of shareholders.

Richard Martin’s lawsuit further alleges that during this period, Fiserv engaged in massive share buybacks while key executives sold their shares based on non-public information. Notably, it accuses Bisignano and another executive of insider trading, highlighting a significant sale by Bisignano just before disappointing financial results were announced—a move that reportedly netted him nearly $48 million. The suit argues that these actions not only misled investors but also subjected Fiserv to potential liabilities from two separate securities fraud class action lawsuits.

The plaintiff seeks various forms of relief from the court. These include damages for the alleged misconduct and orders requiring corporate governance reforms to prevent future occurrences. The suit emphasizes the need for accountability among Fiserv’s leadership and demands restitution for unjust enrichment obtained through alleged insider trading activities.

Representing Richard Martin are attorneys whose names are not disclosed in the document. The case is presided over by judges from the Eastern District of Wisconsin under Case ID 2:25-cv-01951.