Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more
9/16/2024
/ Acquisitions ,
Breach of Contract ,
Commercially Reasonable Efforts ,
Due Diligence ,
Earn-Outs ,
IP License ,
Johnson & Johnson ,
Life Sciences ,
Medical Devices ,
Mergers ,
Patents ,
Pharmaceutical Industry ,
Royalties ,
Shareholders
In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more
On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
2/7/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
Independent Directors ,
Shareholder Litigation ,
Tesla
On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more
3/8/2023
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Congressional Investigations & Hearings ,
Corporate Counsel ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Equal Employment Opportunity Commission (EEOC) ,
Fiduciary Duty ,
Fraudulent Inducement ,
Internal Investigations ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
We are proud to present our seventh annual Securities Litigation Year in Review publication, in which we analyze data for securities class actions filed nationally against publicly traded pharmaceutical, biotechnology,...more
On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more
1/31/2023
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
On September 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) charged the CEO, Sheng Fu, and former president, Ming Xu, of Chinese-based technology company Cheetah Mobile Inc. (“Cheetah Mobile” or the...more
9/30/2022
/ 10b5-1 Plans ,
Cease and Desist Orders ,
Civil Monetary Penalty ,
Corporate Counsel ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Violations
On April 28, 2022, Vice Chancellor Slights of the Delaware Chancery Court issued a verdict for the defense in In re Tesla Motors, Inc. Stockholder Litigation, a long-running derivative lawsuit challenging the 2016 acquisition...more
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting to consider proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and...more
4/1/2022
/ Comment Period ,
Disclosure Requirements ,
Investment Company Act of 1940 ,
Investors ,
New Rules ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Reverse Mergers ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
Summary of 2021 Trends, Themes, and Takeaways -
We are proud to present our sixth annual Securities Litigation Year in Review publication, in which we analyze data for securities class actions filed nationally against...more
On December 15, 2021, the U.S. Securities and Exchange Commission proposed amendments to Rule 10b5-1 trading plans, as SEC Chairman Gary Gensler first previewed in June in the wake of increased scrutiny of the plans. A Rule...more
Within the last two weeks, a group of plaintiffs’ attorneys have filed derivative lawsuits in U.S. federal court in New York against three separate special purpose acquisition companies (“SPACs”) — Pershing Square Tontine...more
On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more
7/29/2021
/ Acquisitions ,
CEOs ,
Disclosure Requirements ,
Enforcement Actions ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Omissions ,
Rule 10b-5 ,
Section 17(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs) ,
Sponsors
The U.S. Supreme Court has agreed to decide whether the automatic discovery stay established by the Private Securities Litigation Reform Act of 1995 applies to cases under the Securities Act of 1933 when they are brought in...more
Rule 10b5-1 trading plans have faced increased scrutiny since the onset of the COVID-19 pandemic and the corresponding public focus on stock sales by executives of public life sciences companies. On June 7, 2021, SEC Chairman...more
Although Special Purpose Acquisition Companies (SPACs) have been around for decades, only recently have they experienced an incredible surge in popularity and, inevitably, attention from regulators and plaintiffs’ law firms....more
In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were...more
4/28/2021
/ Class Action ,
Data Breach ,
Dismissals ,
Duty to Disclose ,
Failure To Disclose ,
False Statements ,
Initial Public Offering (IPO) ,
Investors ,
Misleading Statements ,
Omissions ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
Stock Prices
On March 5, 2021, the U.S. Securities and Exchange Commission filed an enforcement action in the U.S. District Court for the Southern District of New York charging AT&T with repeated violations of Section 13 of the Securities...more
3/22/2021
/ Aiding and Abetting ,
AT&T ,
Disclosure Requirements ,
Enforcement Actions ,
Investors ,
Non-Public Information ,
Publicly-Traded Companies ,
Regulation FD ,
Section 13 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total...more
2/23/2021
/ Board of Directors ,
Corporate Officers ,
Disclosure Requirements ,
Division of Corporate Finance ,
Initial Public Offering (IPO) ,
Popular ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
11/18/2020
/ Advance Notice ,
Annual Meeting ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
S&P ,
Shareholder Proposals ,
Virtual Meetings
In a May 12, 2020 Keynote Address at the Securities Enforcement Forum West 2020, U.S. Securities and Exchange Commission (SEC) Co-Director of Enforcement Steven Peikin discussed the SEC’s COVID-19-related enforcement...more
Recent statements by the Chair and the Directors of the Division of Corporation Finance and the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) highlight the challenges that companies face as they...more
The ongoing global outbreak of the novel coronavirus (COVID-19) raises important considerations for life sciences companies subject to U.S. Securities and Exchange Commission (“SEC”) disclosure and reporting requirements. As...more
On March 18, 2020, the Delaware Supreme Court issued a decision in Salzberg, et al. v. Sciabacucchi, No. 346, 2019 (Del. Sup. Ct. Mar. 18, 2020), upholding the validity of charter provisions or bylaws that require claims...more
The Delaware Court of Chancery issued a decision on Wednesday in Sciabacucchi v. Salzberg, et al., C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018) declaring that federal forum selection provisions purporting to require claims...more