In a decision with potentially wide-ranging implications for federal whistleblower protection law, the Second Circuit has held that plaintiffs who allege they were punished by their employers for whistleblowing activity, and...more
On March 7, 2022, the Delaware Chancery Court denied a motion to stay a putative class action pending the resolution of a federal securities class action, notwithstanding that the federal action was first-filed and concerned...more
In recent decisions, two separate California Superior Courts have upheld federal forum provisions (“FFP”) in governing corporate documents to preclude state court actions under the Securities Act of 1933 (the “Securities...more
Seyfarth Synopsis: The Delaware Chancery Court’s October 1 In re Clovis decision marks the second time in 2019 that a Delaware court has permitted a Caremark duty-to-monitor derivative claim against directors—considered...more
11/1/2019
/ Caremark claim ,
Clinical Trials ,
Compliance Management Systems ,
Corporate Counsel ,
Derivative Suit ,
Directors ,
Duty to Monitor ,
Failure to Monitor ,
Motion to Dismiss ,
Pharmaceutical Industry ,
Prescription Drugs ,
Shareholder Litigation
Seyfarth Synopsis: The Delaware Supreme Court recently held that a shareholder vote on a tender offer was not fully informed where the company did not disclose why its founder, chairman and largest stockholder abstained from...more
Seyfarth Synopsis: The Delaware Supreme Court recently reversed the dismissal of a derivative complaint for failure to plead demand excusal because it found that certain directors of Zynga Inc. were not independent due to...more
12/29/2016
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Independent Directors ,
Nasdaq ,
Pleading Standards ,
Reversal ,
Shareholder Litigation
Seyfarth Synopsis: On November 30, 2016, The Delaware Court of Chancery dismissed two derivative suits filed on behalf of the Bank of New York Mellon (“BNYM”). The companion memorandum and letter opinions reaffirm the heavy...more
12/8/2016
/ Bad Faith ,
Bank of New York (BNY) Mellon ,
Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Corporate Counsel ,
Corporate Executives ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Foreign Exchanges ,
Pleading Standards ,
Shareholder Litigation ,
Special Committees