This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more
3/27/2018
/ Acquisitions ,
Appraisal ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Buyouts ,
CEOs ,
Claim Preclusion ,
Class Action ,
Class Certification ,
Controlling Stockholders ,
Core Operations Doctrine ,
Corwin Doctrine ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Demand Futility ,
Derivative Suit ,
Director Compensation ,
Entire Fairness Standard ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Fraud-on-the-Market ,
FRCP 9(b) ,
High-Speed Trading ,
Loss Causation ,
Material Misrepresentation ,
Mergers ,
Motion to Amend ,
Petrobras ,
Pharmaceutical Industry ,
Pleading Standards ,
Preponderance of the Evidence ,
Presumption of Reliance ,
Proximate Cause ,
PSLRA ,
Ratification ,
Rebuttable Presumptions ,
Rule 10(b) ,
Rule 10b-5 ,
Scienter ,
Section 220 Request ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
SRO ,
Stock Drop Litigation
Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more
1/26/2018
/ Appraisal Rights ,
Arms Length Transactions ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Post-Closing Money Damages ,
Remand ,
Reversal ,
Revlon Standard ,
Standard of Review ,
Trulia
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more
6/9/2017
/ Acquisitions ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Class Action ,
Class Certification ,
Dismissals ,
Dodd-Frank ,
Duty of Loyalty ,
Duty of Prudence ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
ESOP ,
Ethics Breach ,
Excessive Fees ,
Food Manufacturers ,
Initial Public Offering (IPO) ,
Mergers ,
Misrepresentation ,
Pleading Standards ,
PLSRA ,
Regulation D ,
Rule 10b-5 ,
Rule 11 ,
Sanctions ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Whistleblowers
What is the most significant recent development in Delaware, from a litigation standpoint?
The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more
5/8/2017
/ Appraisal Rights ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Corwin Doctrine ,
DE Supreme Court ,
Delaware General Corporation Law ,
Exclusive Forum ,
Fiduciary Duty ,
Independent Director ,
Irrebuttable Presumptions ,
Mergers ,
Multidistrict Litigation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Trulia
Significant changes in Delaware merger litigation and settlement practice in 2016, as well as noteworthy case law developments and trends, will continue to affect merger parties and litigants in 2017 and beyond....more
2/3/2017
/ Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Delaware General Corporation Law ,
Disclosure-Based Settlements ,
Dismissals ,
Independent Directors ,
Merger Agreements ,
Mergers ,
Pleadings ,
Shareholder Litigation ,
Trulia
The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more
12/20/2016
/ Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Fiduciary Duty ,
FRCP 23 ,
Impartiality ,
Independent Director ,
Lock-Up Agreement ,
Nasdaq ,
Pleadings ,
Reversal ,
Shareholder Litigation ,
Stock Sale Agreements
Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more
11/21/2016
/ Acquisitions ,
Breach of Duty ,
Corporate Counsel ,
Disclosure Settlement ,
Dismissal With Prejudice ,
Fee Awards ,
Material Misstatements ,
Mootness ,
Mootness Fee Applications ,
Omissions ,
Proxy Statements ,
Shareholder Rights ,
Standard of Review ,
Supplemental Disclosures ,
Trulia
On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more
5/19/2016
/ Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Controlling Stockholders ,
DE Supreme Court ,
Duty of Care ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Misleading Statements ,
Pleading Standards ,
Proxy Statements
We are pleased to present Inside the Courts (Volume 7, Issue 4), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more
11/19/2015
/ Auction ,
Breach of Duty ,
Class Action ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fraud-on-the-Market ,
Market Manipulation ,
Misrepresentation ,
Pleading Standards ,
Scienter ,
Securities Fraud ,
Securities Litigation ,
Standing ,
Statute of Limitations ,
Statute of Repose ,
Venue ,
Whistleblower Protection Policies
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments.
In This Issue:
- Q&A...more
10/23/2015
/ Aiding and Abetting ,
Appeals ,
Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Bylaws ,
C-Suite Executives ,
Controlling Stockholders ,
COOs ,
Corporate Governance ,
Corporate Officers ,
Damages ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Disclosure-Based Settlements ,
Dole Food ,
Due Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fee-Shifting ,
Fiduciary Duty ,
Forum Selection ,
Fraud ,
Joint and Several Liability ,
Judicial Appointments ,
Mergers ,
Multidistrict Litigation ,
Principal Place of Business ,
Release Agreements ,
Remedies ,
Securities Litigation ,
Settlement ,
Shareholder Litigation ,
Special Committees ,
Standard of Review ,
State of Incorporation ,
Take-Private Transactions ,
Unfair Dealing
In This Issue:
- U.S. SUPREME COURT:
..Lawson v. FMR LLC, No. 12-3 (U.S. March 4, 2014)
..Chadbourne & Parke LLP v. Troice, No. 12-79 (U.S. Feb. 26, 2014)
- CLASS CERTIFICATION:
..In re BP...more
3/5/2014
/ Breach of Duty ,
Chadbourne & Parke LLP v Troice ,
Claim Preclusion ,
Class Action ,
Class Certification ,
Demand Futility ,
Deutsche Bank ,
Fiduciary Duty ,
Hewlett-Packard ,
Lawson v FMR ,
Pensions ,
Preemption ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Litigation ,
Shareholders ,
SLUSA