Traditionally, this has been the main type of derivative suit that has resulted in large settlements. Merger and acquisition cases are common here. Examples of these types of suits include Paramount Global (CBS-Viacom merger)...more
All empires eventually decline. For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). But...more
Companies that are serious about managing director and officer litigation risk have been adopting choice of forum provisions. Such provisions continue to permit shareholders to sue directors and officers if shareholders want...more
A New York business professor called it a “$300 million bar tab to hang out with Jay-Z.” A Delaware judge said that “by all accounts, it was a terrible business decision.”
Despite numerous red flags, Jack Dorsey’s company...more
Since the “Blue Bell Creameries” case in 2019, directors have been justifiably concerned about the rise in popularity of Caremark claims (breaching the duty of oversight in a way that implicates the duty of loyalty)....more
The law doesn’t demand that you get things right, only that you tried; the recent dismissal of a derivative lawsuit against SolarWinds Corporation illustrates this perfectly. The cyber catastrophe that was SolarWinds in 2020...more
As predicted in last year’s Looking Ahead, D&O insurance rates continued to rise in 2021. However, there are early signs that the market is in transition and that some relief may be on the way. As documented in this year’s...more