The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more
8/23/2023
/ Appeals ,
Enforcement ,
Financial Statements ,
GAAP ,
Investors ,
Misleading Statements ,
Sarbanes-Oxley ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The Delaware Supreme Court held yesterday that a stockholder seeking to inspect corporate books and records may use “reliable” hearsay to establish the propriety of the purpose of the inspection demand. The decision in NVIDIA...more
The Delaware Supreme Court recently affirmed a Court of Chancery ruling granting a Special Litigation Committee’s motion to terminate a shareholder derivative action that had survived a motion to dismiss. The split decision...more
The Delaware Supreme Court yesterday rejected a presumption of confidentiality for documents produced pursuant to books-and-records inspection requests under § 220 of the Delaware General Corporation Law. The decision in...more
8/12/2019
/ Books & Records ,
Confidentiality Agreements ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Document Productions ,
Inspection Rights ,
Material Nonpublic Information ,
Section 220 Request ,
Shareholder Litigation
The Delaware Supreme Court held yesterday that a corporation can be required to produce emails and other electronic documents where necessary to satisfy a shareholder’s legitimate request to inspect corporate books and...more
The Delaware Supreme Court held yesterday that the dismissal of a shareholder derivative action for lack of demand futility can preclude other derivative actions as long as the plaintiff in the dismissed case adequately...more
1/29/2018
/ Books & Records ,
Bylaws ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Due Diligence ,
Due Process ,
Forum Selection ,
Motion to Dismiss ,
Remand ,
Section 220 Request ,
Shareholder Litigation ,
State Law Claims ,
Wal-Mart
The Chancellor of Delaware’s Court of Chancery yesterday urged the Delaware Supreme Court to revise Delaware law on preclusion in shareholder derivative actions. The court’s July 25, 2017 decision in In re Wal-Mart Stores,...more
The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more
1/20/2017
/ Board of Directors ,
Books & Records ,
Corporate Counsel ,
Corporate Officers ,
DE Supreme Court ,
Derivative Suit ,
Directors ,
Due Process ,
Forum Selection ,
Shareholder Litigation ,
Shareholders ,
Wal-Mart
The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more
Ageas (the former Fortis) and several organizations representing Fortis shareholders announced yesterday a EUR 1.204 billion settlement of shareholder claims under the Dutch Act on Collective Settlement of Mass Claims (the...more
3/15/2016
/ Class Action ,
Corporate Counsel ,
EU ,
International Litigation ,
Jurisdiction ,
Morrison v National Australia Bank ,
Netherlands ,
Opt-Outs ,
SCOTUS ,
Settlement ,
Shareholder Litigation
The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more
1/25/2016
/ Attorney's Fees ,
Class Action ,
Corporate Counsel ,
Disclosure-Based Settlements ,
Mergers ,
Preliminary Injunctions ,
Shareholder Litigation ,
Stock Deals ,
Supplemental Disclosures ,
Trulia ,
Zillow
Last week, the Ninth Circuit issued a decision that could affect analyses of corporate scienter in securities class actions. The court reversed the dismissal of In re ChinaCast Education Corporation Securities Litigation and...more
10/28/2015
/ Apparent Authority ,
Board of Directors ,
CEOs ,
Class Action ,
Corporate Counsel ,
Corporate Officers ,
Exceptions ,
Fraud-on-the-Market ,
Professional Misconduct ,
Scienter ,
Securities Fraud ,
Shareholder Litigation
As we have previously discussed, there has been a growing trend of corporations’ adopting various types of bylaws to define the bounds of shareholder litigation. These include forum-selection bylaws and fee-shifting bylaws...more
10/27/2015
/ Board of Directors ,
Bylaws ,
Class Action ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fee-Shifting ,
Forum Selection ,
Mootness ,
Motion to Dismiss ,
Motion To Intervene ,
Shareholder Litigation ,
Voluntary Dismissals
An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more
The travails of Petrobras have generated a lot of attention – and litigation – in the past year. On July 30, 2015, District Judge Jed Rakoff, of the Southern District of New York, issued an opinion explaining his prior order...more
8/4/2015
/ Brazil ,
Bylaws ,
Corporate Officers ,
Corruption ,
Investors ,
Kickbacks ,
Mandatory Arbitration Clauses ,
NYSE ,
Petrobras ,
Putative Class Actions ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Shareholder Litigation
Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they...more
On June 11th, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits...more
The New York Appellate Division, First Department, ruled Thursday that the business-judgment rule – not the entire-fairness standard of review – can apply to a going-private transaction with the majority shareholder where the...more