On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller...more
The Delaware Court of Chancery decided two cases recently that may have a significant impact on future corporate action, in each stressing the need for corporate actors to follow statutory requirements, even when in potential...more
A lot of ink has been spilled in the last 72 hours regarding the historic developments involving Silicon Valley Bank and Signature Bank. Our quick summary of the facts and law is below. Cadwalader will continue to monitor...more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
2/10/2023
/ Bad Faith ,
Caremark claim ,
Corporate Counsel ,
Corporate Culture ,
Corporate Officers ,
Derivative Complaint ,
Directors ,
Duty of Oversight ,
Employee Misconduct ,
Fiduciary Duty ,
Franchises ,
McDonalds ,
Red Flags Rule ,
Sexual Harassment ,
Shareholder Litigation
On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more
1/24/2023
/ Breach of Contract ,
Damages ,
DE Supreme Court ,
Delaware Revised Uniform Limited Partnership Act ,
Exculpatory Clauses ,
Fiduciary Duty ,
Going-Private Transactions ,
Good Faith ,
Liability ,
Minority Shareholders ,
Oil & Gas ,
Partnership Agreements ,
Reversal
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
7/13/2021
/ Board of Directors ,
Business Disputes ,
Contested Elections ,
Corporate Deadlock ,
Corporate Governance ,
Entire Fairness Standard ,
Shareholder Votes ,
Standard of Review ,
Stock Sale Agreements ,
Stockholders' Meetings ,
Voting Rights
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
Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape....more
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set...more
The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties. ...more
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
5/23/2019
/ AOL ,
Appraisal ,
Books & Records ,
Bylaws ,
CBS ,
Commercial Contracts ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Structures ,
DE Supreme Court ,
Fiduciary Duty ,
Financial Transactions ,
Forum Shopping ,
Material Adverse Effects ,
Merger Agreements ,
Regulatory Standards ,
Section 220 Request ,
Shareholder Votes ,
Tesla ,
Trulia ,
Verizon
While the past year, or even eighteen months, was short on landmark federal securities law decisions, there was significant activity on the part of private securities litigants. In 2018, plaintiffs filed 403 new federal...more
5/13/2019
/ China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Cybersecurity ,
Emulex Corp. v Varjabedian ,
Government Investigations ,
Publicly-Traded Companies ,
Regulatory Violations ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
White Collar Crimes
In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more
In our prior Clients & Friends Memo “Who’s My Lender?” published on March 14, 2018, we analyzed two actions brought against marketplace lenders, one against Kabbage Inc. (“Kabbage”) in federal court in Massachusetts and the...more
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair...more
Over the last several weeks, two notable cases in federal court challenging certain aspects of the business model of marketplace lending companies headed down separate paths. ...more
3/16/2018
/ Arbitration ,
Arbitration Agreements ,
Banking Sector ,
Choice-of-Law ,
Consumer Financial Products ,
Consumer Protection Laws ,
Financial Institutions ,
Financial Services Industry ,
Loan Agreements ,
Motion To Stay ,
Online Marketplace Lending ,
Regulatory Oversight ,
True Lender ,
Usury
In December 2017, the UK Financial Reporting Council (the “FRC”) proposed revisions to the UK Corporate Governance Code. These revisions will impact companies with a Premium Listing of equity shares in the UK, which are...more
The securities litigation and regulatory landscape in 2017 defies simple categorization. Plaintiffs filed 226 new federal class actions in the first half of 2017, more than double the average rate over the last 20 years, and...more
1/8/2018
/ Basic v Levinson ,
CalPERS v ANZ Securities ,
Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Digital Realty Trust Inc v Somers ,
Enforcement Actions ,
Indemnification ,
Insider Trading ,
Kokesh v SEC ,
Martoma ,
Omnicare v Laborers District Council ,
Petrobras ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
Statute of Limitations ,
Statute of Repose ,
Whistleblowers ,
White Collar Crimes
2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more
1/13/2017
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appointments Clause ,
Article II ,
Audits ,
Best Buy ,
C&DIs ,
Class Action ,
Class Certification ,
Compensation & Benefits ,
Confidential Information ,
Constitutional Challenges ,
Consumer Financial Protection Bureau (CFPB) ,
Dirks v SEC ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
Food and Drug Administration (FDA) ,
Form 10-K ,
Form 8-K ,
Fraud-on-the-Market ,
Halliburton v Erica P. John Fund ,
Illegal Tipping ,
Insider Trading ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Janus Capital Group ,
Jurisdiction ,
Loss Causation ,
Mergers ,
Merrill Lynch v Manning ,
Misleading Impressions ,
Omnicare v Laborers District Council ,
Pensions ,
Personal Benefit ,
Pfizer ,
Pharmaceutical Industry ,
PHH Corp. v CFPB ,
Prescription Drugs ,
Regulation S-K ,
Removal For-Cause ,
RESPA ,
Sanofi ,
Securities ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Short Selling ,
Statute of Limitations ,
Stock Prices ,
Unions ,
US v Newman ,
US v Salman ,
Wells Notice ,
Whistleblower Protection Policies
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas:
Mergers...more
1/12/2017
/ Acquisitions ,
Activist Investors ,
Appeals ,
Appraisal ,
Audit Committee ,
Business Judgment Rule ,
Chipotle Grill ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Director Nominations ,
Disclosure Requirements ,
Disclosure-Based Settlements ,
Financial Adviser ,
Foreign Corporations ,
General Jurisdiction ,
Going-Private Transactions ,
Hertz ,
Indemnification ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Popular ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Sothebys ,
Special Committees ,
Squeeze-Out Mergers ,
Stocks ,
Trulia
On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more
12/21/2016
/ Acquisitions ,
Appraisal ,
Business Valuations ,
Fair Value Standard ,
Financial Adviser ,
Mergers ,
Securities ,
Selling a Business ,
Shareholder Litigation ,
Stock Prices ,
Technology Sector