Conflictos de interés en Colombia, nueva regulación
In the Boardroom With Resnick and Fuller - Episode 1
Litigation developments: federal forum provisions
Litigation developments: fundamental shareholder rights.
Employment Law This Week®: Harassment Claims Trigger Shareholder Suits, Misclassification Standard Under Review, EEOC’s New Strategic Plan
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
CorpCast Episode 2: Advancement 101
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch. June 12, 2024) - The plaintiff was a stockholder of a company that provided online education resources. Some of the company's customers used its products to cheat on...more
On August 14, 2024, Judge Michael T. Liburdi of the United States District Court for the District of Arizona granted with leave to amend a motion to dismiss a shareholder derivative suit brought in the name of the company, a...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more
Summary - A recent ruling on a motion to dismiss in a shareholder putative class action, brought by an investor against software company Pegasystems (Pega) in the District of Massachusetts, should give legal leaders and...more
In Re Orbit/FR, Inc. Stockholders Litig., C.A. No. 2018-0340-SG (Del. Ch. January 9, 2023) - In In re Primedia, Inc. S’holders Litig., 67 A.3d 455 (Del. Ch. 2013), the Court examined whether a litigation asset being...more
With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January...more
Teamster Members Ret. Plan v. Randall S. Dearth et al., C.A. No. 2020-0807-MTZ (Del. Ch. May 31, 2022) - Under the Supreme Court’s decision in Corwin and its progeny, a transaction approved by a fully informed, uncoerced...more
Takeaways - Delaware courts have become more willing to allow stockholders to pursue claims that directors breached their duty to oversee risk management and compliance. Directors are most vulnerable to suits where they have...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 Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their companies' stated...more
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1...more
In Roels v. Valkenaar, a shareholder filed a shareholder derivative suit against former and current officers and directors of the company based on multiple claims of breach of fiduciary duty. No. 03-19-00502-CV, 2020 Tex....more
I spend a lot of time handling cases on or near the waterfront. One recent opinion caught my eye. Judge Jackson ruled on a Motion to Dismiss concerning an oyster farm and distribution business. The individual defendants...more
The U.S. District Court for the District of Colorado on August 7, 2020 issued its post-trial findings of fact and conclusions of law in Obeslo v. Great-West Capital Management, LLC et al. The ruling comes at the tail end of a...more
On April 27, 2020, the Delaware Court of Chancery for the third time in a year denied a motion to dismiss a Caremark claim. The case, Hughes v. Hu, involves a derivative claim against the audit committee and officers of a...more
A recent bench ruling in In re Pace Industries, LLC1 by Judge Walrath for the Bankruptcy Court for the District of Delaware (the “Court”) has validated a chapter 11 bankruptcy filing by certain debtors in the jointly...more
Rule 23.1 of the Delaware Court of Chancery Rules requires a plaintiff asserting a shareholder derivative action to plead “with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff...more
Paraflon Investments, Ltd. v. Linkable Networks, Inc., C.A. No. 2017-0611-JRS (Del. Ch. Apr. 3, 2020). Sometimes it bears repeating that Section 220 actions are intended to be summary proceedings to evaluate a...more
In a decision of interest to private equity investors, the Delaware Court of Chancery (the “Court”) adopted a new framework for determining whether minority stockholders are part of a control group with a separately...more
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more
The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties. ...more
Seyfarth Synopsis: The Delaware Chancery Court’s October 1 In re Clovis decision marks the second time in 2019 that a Delaware court has permitted a Caremark duty-to-monitor derivative claim against directors—considered...more