As 2025 begins, we cover several significant corporate governance developments that occurred in the second half of 2024 and since our Corporate Governance: 2024 Midyear Review was published in August. We first highlight...more
In a recent decision by the Delaware Supreme Court sitting en banc in In re Mindbody, Inc., Stockholder Litigation, the court affirmed the Court of Chancery’s determination that Mindbody’s CEO had breached his duties of...more
On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance...more
In this midyear update, we cover a number of significant corporate governance developments that have taken place over the first half of the year and since our Corporate Governance 2023 Year-End Review....more
On June 10, 2024, the Supreme Court granted certiorari in Facebook, Inc. v. Amalgamated Bank to review a decision by the Ninth Circuit Court of Appeals holding that Facebook could be held liable under Section 10(b) and Rule...more
On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel...more
On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the...more
4/23/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
A recent summary judgment decision is noteworthy as one of the rare judicial opinions arising in the context of representations-and-warranties (R&W) insurance. On Jan. 12, 2024, in Novolex Holdings, LLC v. Illinois Union...more
The volume and size of insurer payments under R&W insurance policies are increasing. According to a May 2023 Aon study, the average R&W insurance claim payment to Aon clients in 2022 was $9 million, “significantly higher than...more
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
On Sept. 29, 2023, Southern District of New York Judge Andrew L. Carter issued a decision denying Elon Musk’s motion to dismiss a securities fraud class action brought against him. The gravamen of the claim was that Musk...more
On Sept. 29, 2023, the U.S. Supreme Court granted certiorari in Macquarie Infrastructure Corp. v. Moab Partners, L.P. to review a decision by the Second Circuit reviving an investor lawsuit alleging Section 10(b) and Rule...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 Slack Technologies, LLC v. Pirani,1 the Supreme Court on June 1, 2023, unanimously held that even in a case involving direct listing of both registered and unregistered securities, to state a claim under Section 11(a) of...more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
Coverage exclusions are a key risk management tool for transactional liability insurers. But they can also be traps for the unwary. In the event of a claims dispute, the insurer will likely bear the burden of proving that an...more
In a recent post-trial decision, Delaware Chancellor Kathaleen St. J. McCormick found a CEO personally liable for breaching his fiduciary duties for tilting the company’s sale to his preferred acquiror. The court further held...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
In recent years, private equity (PE) firms have bought and sold more businesses, at higher prices, than ever before. This growth has raised the stakes for all parties. For sellers, in particular, bigger deals mean the claims...more
In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” ...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
On Sept. 21, 2022, the Securities and Exchange Commission (SEC) announced that it brought an enforcement action against two executives of Cheetah Mobile, a publicly traded Chinese app developer, for selling the company’s...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 previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...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