In its 2023 snapshot report (the Climate Litigation Report), the London School of Economics’ Grantham Institute found that climate litigation continues to grow, with 190 new cases filed in the last 12 months, including cases...more
On May 12, 2023, the UK High Court dismissed a lawsuit filed by ClientEarth against Shell’s Board of Directors, finding that ClientEarth failed to establish a prima facie case against the Board for its management of climate...more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
2/10/2023
/ Bad Faith ,
Caremark claim ,
Corporate Counsel ,
Corporate Culture ,
Corporate Officers ,
Derivative Complaint ,
Directors ,
Duty of Oversight ,
Employee Misconduct ,
Fiduciary Duty ,
Franchises ,
McDonalds ,
Red Flags Rule ,
Sexual Harassment ,
Shareholder Litigation
On July 9, 2021, in Karth v. Keryx Biopharmaceuticals, Inc., the U.S. Court of Appeals for the First Circuit affirmed entry of judgment for the defendants in a putative class action asserting violations of Section 10(b) of...more
On June 3, 2021, in Donelson v. Ameriprise Financial Services, Inc., a panel of the U.S. Court of Appeals for the Eighth Circuit ordered class-action allegations in a putative securities fraud class action stricken on the...more
6/14/2021
/ Ameriprise Financial ,
Arbitration ,
Arbitration Agreements ,
Brokerage Accounts ,
Contract Terms ,
Corporate Counsel ,
Discovery ,
FRCP 12(f) ,
Motion to Compel ,
Motion To Strike ,
Putative Class Actions ,
Securities Fraud ,
Securities Litigation ,
Stock Trades
On May 10, 2021, in SEC v. Morrone, a panel of the U.S. Court of Appeals for the First Circuit held that the federal securities laws apply to securities transactions as long as “irrevocable liability”—the point at which...more
Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape....more
On March 29, the United States Supreme Court heard oral argument in Goldman Sachs Group, Inc., et al. v. Arkansas Teacher Retirement System, et al., No. 20-222. The closely-watched case raises a host of important issues...more
3/30/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Corporate Counsel ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set...more
In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc. (“Rent-A-Center”) properly...more
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair...more
In December 2017, the UK Financial Reporting Council (the “FRC”) proposed revisions to the UK Corporate Governance Code. These revisions will impact companies with a Premium Listing of equity shares in the UK, which are...more
On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more
2/12/2018
/ Breach of Contract ,
Corporate Counsel ,
Covenant of Good Faith and Fair Dealing ,
Delaware Limited Liability Company Act ,
Fiduciary Duty ,
Implied Covenants ,
Limited Liability Company (LLC) ,
Minority Shareholders ,
Motion to Dismiss ,
Operating Agreements ,
Shareholder Litigation
Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to...more
4/27/2017
/ Breach of Duty ,
Coercion ,
Corporate Counsel ,
Duty of Loyalty ,
Fairness Standard ,
Fiduciary Duty ,
Financial Markets ,
Merger Agreements ,
Revlon Standard ,
Shareholder Approval ,
Shareholder Litigation ,
Shareholder Votes