Bar Exam Toolbox Podcast Episode 167: Listen and Learn -- Direct and Derivative Actions (Corporations)
Board Diversity Podcast
Securities Litigation and Disclosure Issues
Podcast: CFTC Issues LIBOR Transition Relief for Swaps
In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more
On February 19, 2024, Vice Chancellor Lori Will of the Delaware Court of Chancery dismissed a derivative breach of fiduciary duty action against nominal defendant Walgreens Boots Alliance, Inc. (the “Company”) and its board...more
In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more
Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to the directors of a California corporation. Last Friday,...more
In re McDonald's Corp. Stockholder Derivative Litig., CA No. 2021-0324-JTL (Del. Ch. March 1, 2023) - A plaintiff can plead an oversight claim against a board by alleging particularized facts to support an inference that...more
A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more
Here we have another in a string of McDonald’s cases—all of them arising out of workplace misconduct at McDonald’s, none even dipping its toe into employment law. First, you’ll remember, there were settled charges brought by...more
On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more
In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan....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
In a far-reaching decision with significant implications, the Delaware Chancery Court recently issued a decision confirming that Caremark duty of oversight obligations extends to senior officers. This will have an immediate...more
On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more
In the latest Delaware corporate decision concerning AmerisourceBergen’s role in the nation’s opioid epidemic, the Delaware Court of Chancery largely rejected arguments that laches barred fiduciary duty claims against...more
City of Detroit Police and Fire Retirement System v. Hamrock, C.A. No. 2021-0370-KSJM (Del. Ch. June 30, 2022) - Stockholder plaintiff filed a derivative suit on behalf of an energy company alleging that certain of the...more
Recent rulings underscore the attention boards of directors and management must continue to pay to the risks faced by companies across all sectors of the economy and their potential impact on business operations...more
In Firemen’s Ret. Sys. of St. Louis v. Sorenson, C.A. No. 2019-0965-LWW (Del. Ch. Oct. 5, 2021), the Delaware Court of Chancery dismissed a derivative lawsuit against Marriott executives and directors for breaches of the duty...more
Fire Ret. Sys. of St. Louis v. Sorenson, et al., 2021 WL 4593777 (Del. Ch. Oct. 5, 2021). The Delaware Court of Chancery dismissed pursuant to Rule 23.1 derivative claims arising from the hack of roughly 500 million...more
The board of directors (“Board”) of The Boeing Company (“Boeing”) agreed to a staggering $237.5 million settlement of a lawsuit brought by stockholders on behalf of Boeing alleging that the Board and certain executive...more
In 1996, the Delaware Court of Chancery issued its seminal decision in In re Caremark International Inc. Derivative Litigation, establishing the conditions for director oversight liability under Delaware law. Adopted a decade...more
The Delaware Court of Chancery on Sept. 7, 2021, allowed a derivative stockholder lawsuit to proceed against The Boeing Company (Boeing), alleging that Boeing's board of directors breached their fiduciary duties by failing to...more
In a significant decision, the Delaware Court of Chancery recently denied a motion to dismiss, thus allowing discovery to proceed, on a Caremark claim against the directors of The Boeing Company (Boeing), arising out of the...more
Most are familiar with the facts of the crashes of Boeing’s 737 MAX. Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and...more
Pettry v. Smith et al., C.A. No. 2019-0796-JRS (Del. Ch. June 28, 2021) - As discussed in Caremark and its progeny, fiduciary duties require directors to monitor the business and affairs of a corporation. Here, the Court...more
Fisher v. Sanborn, C.A. No. 2019-0631-AGB (Del. Ch. Mar. 30, 2021) - Under Court of Chancery Rule 23.1, a plaintiff attempting to bring a derivative action on behalf of a corporation faces a heightened “particularized”...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021. Derivative Litigation - Second Circuit Reverses Summary Judgment...more