Forum-selection provisions have become an increasingly common tool for managing corporate litigation risks. By including these provisions in their charters or bylaws, corporations can designate an exclusive forum — most...more
In a recent 6-5 ruling, an en banc panel of the Ninth Circuit affirmed the dismissal of a derivative suit asserting Exchange Act violations against The Gap, Inc. and its directors. The district court had dismissed the suit —...more
In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark...more
For almost 30 years, the Delaware courts have held that corporate directors are charged with a fiduciary duty of “oversight.” Directors must make sure that their corporations both (1) implement reasonable information and...more
The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more
As we have previously discussed, Lee v. Robert J. Fisher et al., Case No. 20 Civ. 6163 (N.D. Ca.), is one of a growing number of derivative lawsuits brought against public companies (in this case, The Gap Inc.) alleging...more
As discussed in a previous client alert, The Boeing Company (Boeing) has faced shareholder litigation arising from the fatal crashes of two 737 MAX airplanes. In one such derivative suit filed under Section 14(a) of the...more
Securities fraud litigation based on regulatory mishaps, environmental disasters, data breaches, sexual harassment revelations, the COVID-19 pandemic and other well-publicized events that affect stock prices has been on the...more
9/3/2021
/ Anti-Money Laundering ,
Class Action ,
Duty to Disclose ,
Enforcement Actions ,
Federal Pleading Requirements ,
Financial Statements ,
Material Misstatements ,
Money Laundering ,
Puffery ,
Securities Fraud ,
Shareholder Litigation ,
Stock Drop Litigation
We have discussed in previous alerts a spate of shareholder lawsuits alleging corporate fiduciary breaches and securities law violations tied to the defendant company’s alleged failure to fulfill diversity aspirations. ...more
Most of the recent shareholder litigation that has followed the current wave of Special Purpose Acquisition Company (SPAC) offerings and associated business combinations has been based on federal securities law claims. ...more
Recent events have brought renewed attention to the push for greater diversity in the boardroom. In this alert, we discuss several developments highlighting the need for public company directors to remain focused on diversity...more
10/26/2020
/ Anti-Discrimination Policies ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities Violations ,
Shareholder Litigation ,
Woman Board Members
In a 63-page decision issued on Jan. 13, 2020, in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found that stockholders of...more
1/28/2020
/ Books & Records ,
Controlled Substances ,
Controlled Substances Act ,
Corporate Governance ,
DEA ,
Delaware General Corporation Law ,
Demand Letter ,
Depositions ,
Discovery ,
Drug & Alcohol Abuse ,
Drug Distribution ,
Enforcement Actions ,
Government Investigations ,
Inspection Rights ,
License Suspensions ,
Litigation Strategies ,
Opioid ,
Pain Management ,
Pharmaceutical Industry ,
Popular ,
Prescription Drugs ,
Rule 30(b)(6) ,
Sales & Distribution Agreements ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Split of Authority
On June 18, in Marchand v. Barnhill, the Delaware Supreme Court reversed a ruling by the Delaware Court of Chancery in a shareholder derivative suit alleging a breach of the duty of loyalty. While the standard for a...more
7/23/2019
/ Blue Bell Creameries ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Derivative Suit ,
Derivatives ,
Duty of Loyalty ,
Food Contamination ,
Food Safety ,
Personal Liability ,
Shareholder Litigation
On Jan. 4, 2019, the Supreme Court granted certiorari in Emulex Corporation, et al., v. Varjabedian, a case teeing up the question of whether scienter is required to state a claim under Section 14(e) of the Securities...more
In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery invalidated provisions in the certificates of incorporation of three Delaware corporations — Blue Apron Holdings...more
On Nov. 20, 2017, the New York Court of Appeals held that in a derivative action brought in a New York court against a company incorporated in the Cayman Islands, the plaintiff need not comply with Rule 12A of the Cayman...more