John M. Landry

John M. Landry

Sheppard Mullin Richter & Hampton LLP

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“Dead Hand Proxy Puts” Garner Increased Stockholder Scrutiny In Delaware

A ruling last fall by the Delaware Chancery Court has prompted a wave of 8 Del. C. § 220 books and records inspection demands on (and threatened litigation against) Delaware corporations that have entered into credit...more

6/11/2015 - Board of Directors Books & Records Change in Control Credit Agreements Debt Financing Debt Securities Fiduciary Duty Finance Lenders Proxy Put Shareholder Litigation Shareholders

Delaware Supreme Court Holds That a Stockholder Plaintiff Must Plead a Non-Exculpated Claim to Avoid Section 102(b)(7)-Based...

In the consolidated appeal In re Cornerstone Therapeutics Inc., Stockholder Litigation and In re Zhongpin Stockholders Litigation, Nos. 564, 2014 and 706, 2014, 2015 Del. LEXIS 231 (Del. May 14, 2015), the Delaware Supreme...more

5/22/2015 - Delaware General Corporation Law Exculpatory Clauses Freeze-Out Mergers Independent Boards Shareholder Litigation Shareholders

U.S. Supreme Court Lets Natural Gas Act Preemption Seep Away

In Oneok, Inc. v. Learjet, Inc., No. 13-271 (April 21, 2015), the U.S. Supreme Court held in a 7-2 opinion that state law antitrust claims against defendant natural gas pipeline companies did not fall within the field of...more

5/8/2015 - Antitrust Litigation Exclusive Jurisdiction Natural Gas Natural Gas Act ONEOK v Learjet Preemption Price-Fixing SCOTUS

Creative Construction: The Ninth Circuit Relaxes Removal Statute’s Timeliness Test in Class Action Fairness Act Cases

In Jordan v. Nationstar Mortgage LLC, No. 14-35943 and 15-35113, 2015 WL 1447217 (Apr. 1, 2015 9th Cir.), a Ninth Circuit panel held that cases subject to the Class Action Fairness Act (“CAFA”) become “removable” only when...more

4/16/2015 - Amount in Controversy CAFA Class Action FDCPA Mortgage Lenders Putative Class Actions Removal

The Second Circuit Holds That Comcast Does Not Require Automatic Denial of Rule 23(b)(3) Class Certification in Cases Presenting...

In Roach v. T.L. Cannon Corp., No. 13-3070-cv, 2015 WL 528125 (2d Cir. Feb. 10, 2015), the Second Circuit Court of Appeals held that Comcast Corp. v. Behrend, 133 S. Ct. 1426 (2013), does not require district courts to first...more

2/27/2015

Delaware Supreme Court Confirms Chancery Court’s Broad Authority to Impose Use Restrictions on Information Obtained From Section...

The Delaware Supreme Court reversed the Chancery Court’s decision that it lacked authority to impose the requested use restriction, noting that Section 220(c) authorizes the Chancery Court in the exercise of discretion to...more

1/7/2015 - Books & Records Delaware General Corporation Law Derivative Suit Shareholder Litigation Shareholders

Removing All Doubt: The First Circuit Clarifies the Conditions Triggering the 30-Day Removal Window When the Earlier, Initial...

In Romulus v. CVS Pharmacy, Inc., No. 14-1937, 2014 U.S. App. LEXIS 20548 (1st Cir. Oct. 24, 2014), the First Circuit Court of Appeals clarified the conditions triggering a defendant’s 30-day window to remove a case to...more

11/19/2014 - Appeals CAFA Class Action CVS Removal Rules of Civil Procedure Wage and Hour

First Circuit Affirms District Court’s Exclusion of Event Study as Unreliable Under Daubert

In Bricklayers & Trowel Trades Int’l Pension Fund v. Credit Suisse Sec. (USA) LLC, No. 12-1750, 2014 U.S. App. LEXIS 8994 (1st Cir. May 14, 2014), the United States Court of Appeals for the First Circuit affirmed a district...more

5/23/2014 - AOL Appeals Estimated Value Disclosures Shareholder Litigation Shareholders Stocks

District Court Cites Recent “Evolution” of Rule 23 Standards to Deny Class Certification Motion in Securities Action Based Upon...

In re Kosmos Energy Ltd. Securities Litigation, No. 3:12-CV-373-B, 2014 U.S. Dist. LEXIS 36365 (N.D. Tex. Mar. 19, 2014), the United States District Court for the Northern District of Texas (Boyle, J.) denied lead plaintiff’s...more

4/2/2014 - Class Action Class Certification Federal Rules of Civil Procedure Misleading Statements Registration Rule 23

The New Normal: The Need for Damages Proof To Certify Consumer Classes Post-Comcast

In consumer class actions, the damages measure tends to remain undisclosed or ill-defined when plaintiffs move for class certification. Revealing as little as possible about damages allows plaintiffs to more flexibly adapt to...more

3/31/2014 - Burden of Proof Class Action Comcast v. Behrend Evidence SCOTUS

Ninth Circuit Concludes That Common Issues Do Not Predominate Where Retailer’s In-Store Signs and Oral Sales Statements Place Each...

In Berger v. Home Depot USA, Inc., Case No. 11-55592, 2014 U.S. App. LEXIS 2059 (9th Cir. Feb. 3, 2014), the Ninth Circuit Court of Appeals affirmed the denial of class certification based largely on evidence that the...more

2/17/2014 - Class Action Class Certification Point of Sale Terminals Putative Class Actions Retailers

The Contract Is King: The U.S. Supreme Court’s Two Recent FAA Decisions

The U.S. Supreme Court addressed contract terms bearing on the availability of class arbitration in two opinions this term. The first, Oxford Health Plans LLC v. Sutter, confirms a district court’s limited power under the...more

10/10/2013 - American Express American Express v Italian Colors Restaurant Arbitration Arbitration Agreements Class Action Class Action Arbitration Waivers Contract Interpretation Federal Arbitration Act Oxford Health v Sutter SCOTUS

Fifth Circuit Holds That Securities Fraud Defendants May Not Rebut the Fraud-on-the-Market Presumption at the Class Certification...

In Erica P. John Fund, Inc. v. Halliburton Co., No. 12-10544, 2013 WL 1809760 (5th Cir. Apr. 30, 2013), the United States Court of Appeals for the Fifth Circuit held that a defendant in a securities fraud class action is not...more

6/25/2013 - Class Certification Fraud-on-the-Market Halliburton Material Misstatements Materiality Rule 23

Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against...

In Levitt v. J.P. Morgan Securities, Inc., No. 10-4596, 2013 WL 1007678 (2d Cir. Mar. 15, 2013), the United States Court of Appeals for the Second Circuit reversed a district court order certifying a class of shareholder...more

3/28/2013 - Bear Sterns Brokers Class Action Class Certification Disclosure Requirements Fiduciary Duty Fraud JPMorgan Chase Shareholders

United States Supreme Court Holds that Class Action Securities Fraud Plaintiffs Need Not Prove the Materiality of the Alleged...

In Amgen Inc. v. Connecticut Retirement Plans & Trust Funds, No. 11-1085, ___ WL ______ (U.S. Feb. 27, 2013), the United States Supreme Court affirmed the decision of the United States Court of Appeals for the Ninth Circuit...more

3/8/2013 - Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Fraud-on-the-Market SCOTUS SEC Securities Fraud

Delaware Chancery Court Rejects Stockholder's Section 220 Books and Records Demand Based Upon Failure to Demonstrate "Credible...

In Louisiana Municipal Police Employees’ Retirement System v. Lennar Corp., C.A. No. 7314-VCG, 2012 WL 4760881 (Del. Ch. Oct. 5, 2012), the Delaware Court of Chancery, on a motion for summary judgment, rejected a...more

11/14/2012

Delaware Chancery Court Holds That a Stockholder Inadequately Represents a Corporation in Derivative Litigation When He or She...

In South v. Baker, C.A. No. 7294-VCL, 2012 Del. Ch. LEXIS 229 (Del. Ch. Sept. 25, 2012), the Delaware Court of Chancery adopted a rebuttable presumption of inadequate representation when a stockholder asserts a “Caremark...more

11/14/2012

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