In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more
1/4/2018
/ Board of Directors ,
Business Judgment Rule ,
DE Supreme Court ,
Entire Fairness Standard ,
Equity Plans ,
Fiduciary Duty ,
Ratification ,
Self-Dealing ,
Shareholder Approval ,
Shareholder Litigation ,
Shareholders
In Waggoner v. Barclays PLC, No. 16-1912 (2d Cir. Nov. 6, 2017), the United States Court of Appeals for the Second Circuit, in a Rule 10b-5 securities fraud action, affirmed the district court’s order granting class...more
In Parametric Sound Corp. v. The Eighth Judicial District Court of the State of Nevada, ___ P.3d ___, 2017 WL 4078845 (Nev. Sept. 14, 2017), the Nevada Supreme Court addressed the circumstances under which breach of fiduciary...more
In the case In re Lehman Brothers Holdings Inc., 855 F.3d 459 (2d Cir. 2017), the U.S. Court of Appeals for the Second Circuit affirmed a district court order subordinating the claims of former Lehman Brothers employees for...more
8/17/2017
/ Absolute Priority Rule ,
Bankruptcy Code ,
Commercial Bankruptcy ,
Creditors ,
Debt Restructuring ,
Employee Stock Purchase Plans ,
Equitable Relief ,
Lehman Brothers ,
Lien Priority ,
Qualified Restricted Stock Units (RSUs) ,
Recharacterization ,
Restricted Stocks ,
Risk Allocation ,
Section 502 ,
Section 510 ,
Shareholders ,
Subordination Agreement
In a shareholder derivative action, to survive a motion to dismiss for failure to plead facts showing demand futility, a derivative plaintiff must plead particularized facts showing either actual involvement by a majority of...more
7/17/2017
/ Board of Directors ,
Breach of Duty ,
Bribery ,
Demand Futility ,
Derivative Suit ,
Fiduciary Duty ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Official ,
Illegal Conduct ,
Motion to Dismiss ,
Pleading Standards ,
Qualcomm ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Litigation ,
White Collar Crimes
In Stadnick v. Vivint Solar, Inc., 2017 WL 2661597 (2d Cir. June 21, 2017), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims for violations of Section 11 of the Securities Act of...more
7/12/2017
/ Disclosure Requirements ,
Initial Public Offering (IPO) ,
Materiality ,
Omissions ,
Putative Class Actions ,
Registration Statement ,
Regulation S-X ,
Section 11 ,
Securities and Exchange Commission (SEC) ,
Solar Energy ,
Stock Prices
In In re Lehman Bros. Holdings Inc. 855 F.3d 459 (2d Cir. 2017), the United States Court of Appeals for the Second Circuit affirmed a district court order subordinating the claims of former Lehman Bros. (“Lehman”) employees...more
In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C.) clarified when a plaintiff has standing to vitiate inspection rights...more
3/10/2017
/ Article III ,
Books & Records ,
Delaware General Corporation Law ,
Demand Letter ,
Equitable Estoppel ,
Inspection Rights ,
Merger Agreements ,
Motion to Compel ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Standing ,
Stocks ,
Tender Offers
In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more
3/3/2017
/ Acquisitions ,
Appeals ,
Attorney's Fees ,
Class Action ,
Disclosure Settlement ,
Mergers ,
Non-Monetary Payments ,
Remand ,
Reversal ,
Settlement ,
Shareholder Litigation ,
Standard of Review ,
Verizon
In Retail Wholesale & Department Store Union Local 338 Retirement Fund v. Hewlett-Packard Co., 2017 U.S. App. LEXIS 955 (9th Cir. Jan. 19, 2017), the United States Court of Appeals for the Ninth Circuit addressed for the...more
In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more
Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more
1/20/2017
/ Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
DE Supreme Court ,
Derivative Suit ,
Dilution ,
Direct Suit ,
Master Limited Partnerships ,
Mergers ,
Mootness ,
Parent Corporation ,
Partnership Agreements ,
Publicly-Traded Companies ,
Reversal ,
Self-Dealing ,
Shareholders ,
Standing ,
Tortious Interference
In Salman v. United States, No. 15-628, 580 U.S. ___, 2016 WL 7078448 (2016), the United States Supreme Court (Alito, J.) unanimously affirmed the insider trading conviction of petitioner Bassam Salman on the ground that Mr....more
In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more
In Securities & Exchange Commission v. Jensen, No. 14-55221, 2016 WL 4537377 (9th Cir. Aug. 31, 2016), the United States Court of Appeals for the Ninth Circuit broke new ground by providing the Securities & Exchange...more
9/13/2016
/ CEOs ,
CFOs ,
Disgorgement ,
Drinking Water ,
False Statements ,
False-Certification of Conformance ,
Financial Statements ,
GAAP ,
Incentive Compensation ,
Reversal ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Water ,
Willful Misconduct
In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS 133 (Del. Ch. Aug. 24, 2016) (Bouchard, C.) (“Comstock”), and Larkin v....more
9/6/2016
/ Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
Corporate Counsel ,
Damages ,
Fairness Standard ,
Fiduciary Duty ,
Mergers ,
Motion to Dismiss ,
Putative Class Actions ,
Securities Litigation ,
Standard of Review
In In re Walgreen Co. Stockholder Litigation, No. 14 C 9786, 2016 WL 4207962 (7th Cir. Aug. 10, 2016) (Posner, J.), the United States Court of Appeals for the Seventh Circuit issued a highly charged opinion critical of an...more
8/15/2016
/ Appeals ,
Attorney's Fees ,
Corporate Counsel ,
Corporate Restructuring ,
Material Misrepresentation ,
Proxy Statements ,
Putative Class Actions ,
Reversal ,
Shareholder Litigation ,
Standard of Review ,
Strike Suits ,
Supplemental Disclosures ,
Walgreens
In In re Zagg Inc. Shareholder Derivative Action, No. 15-4001, 2016 U.S. App. LEXIS 11095 (10th Cir. June 20, 2016), the United States Court of Appeals for the Tenth Circuit held that stockholders of a Utah-based, Nevada...more
7/5/2016
/ Board of Directors ,
Breach of Duty ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Exculpatory Clauses ,
Fiduciary Duty ,
Personal Liability ,
Pleading Standards ,
Self-Interest ,
Shareholder Demands ,
Shareholder Litigation
In Innes v. Diablo Controls, Inc., Case No., A145528, 2016 Cal. App. LEXIS 475 (Cal. App. June 16, 2016), the California Court of Appeal, First District, affirmed that California Corporations Code § 1601, which permits...more
In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more
6/10/2016
/ Appraisal ,
Appraisal Rights ,
Board of Directors ,
Common Stock ,
Delaware General Corporation Law ,
Dell ,
Fair Market Value ,
Fiduciary Duty ,
Leveraged Buyout ,
Mergers ,
Voting Securities
In IBEW Local 98 Pension Fund v. Best Buy Co., Inc., No. 14-3178 (8th Cir. Apr. 12, 2016), the United States Court of Appeals for the Eighth Circuit held, in a Rule 10b-5 securities fraud action, that the district court...more
5/9/2016
/ Best Buy ,
Class Action ,
Class Certification ,
Financial Markets ,
Fraud-on-the-Market ,
FRCP 23(b)(3) ,
Halliburton v Erica P. John Fund ,
Material Misstatements ,
Rule 10b-5 ,
Securities Fraud ,
Stock Prices
In In re Sanofi Securities Litigation, No. 15-588-cv, 2016 U.S. App. LEXIS 4107 (2d Cir. Mar. 4, 2016), the United States Court of Appeals for the Second Circuit affirmed the dismissal of class action complaints alleging that...more
As recently as 2014, nearly 95% of all mergers of public companies valued at $100 million or more triggered stockholder class action litigation. Historically, a large number of merger-related stockholder litigation settled...more
In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more
In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more