John Stigi

John Stigi

Sheppard Mullin Richter & Hampton LLP

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Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

7/24/2015 - Annual Meeting Bylaws Contract Interpretation DE Supreme Court Injunctive Relief Notice Requirements SEC Shareholder Meetings Shareholder Proposals Shareholders

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

7/23/2015 - Annual Meeting Bylaws Contract Interpretation Corporate Governance Injunctive Relief Notice Requirements Public Disclosure SEC Shareholder Meetings Shareholders

“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 Chancery Court Holds that Creditor Plaintiffs in Derivative Suits May Satisfy Standing Requirement by Showing...

In Quadrant Structured Products Co., Ltd. v. Vertin, C.A. No. 6990-VCL, 2015 WL 2062115 (Del. Ch. May 4, 2015), the Delaware Court of Chancery held that a creditor plaintiff needs only establish that a corporation was...more

5/28/2015 - Board of Directors Breach of Duty Credit Default Swaps Creditors Derivative Suit Fiduciary Duty Insolvency Standing

Second Circuit Narrows Scope of SLUSA Preclusion

In In re Kingate Management Ltd. Litigation, No. 11-1397, 2015 U.S. App. LEXIS 6725 (2d Cir. Apr. 23, 2015), the United States Court of Appeals for the Second Circuit held that in order for the Securities Litigation Uniform...more

5/27/2015 - Appeals Bernie Madoff Claim Preclusion Ponzi Scheme Securities Act of 1933 Securities Exchange Act SLUSA

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

United States Supreme Court Resolves Circuit Split Regarding Section 11 Claims Predicated Upon Allegedly Misleading Statements of...

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (U.S. Mar. 24, 2015), the United States Supreme Court addressed the circumstances under which a claim alleging...more

4/6/2015 - Issuers Material Misstatements Omnicare Omnicare v Laborers District Council Registration Statement SCOTUS Section 11 Securities Act of 1933

California and Delaware Courts Agree: Amendments to Corporate Bylaws Do Not Apply Retroactively to Impair Pursuit Previously...

Two recent decisions, one from the Delaware Court of Chancery and one from the California Court of Appeal, Fourth Appellate District, refused to apply bylaws that impaired a shareholder/member plaintiff’s ability to pursue...more

4/1/2015 - Appeals Bylaws Corporations Code Retroactive Application Shareholder Litigation Shareholders

Second Circuit Holds That SIPA Does Not Permit an Inflation or Interest Adjustment to “Net Equity” Claims For Customer Property

In In re Bernard L. Madoff Investment Securities LLC, No. 14-97-bk(L), 2015 WL 727965 (2d Cir. Feb. 20, 2015), the United States Court of Appeals for the Second Circuit held that no adjustment for inflation or interest could...more

3/2/2015 - Appeals Bernie Madoff Inflation Adjustments SIPA

Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825...more

2/23/2015 - Ancestry.com Appraisal Arbitrage Business Litigation Buy-Out Agreements Hedge Funds Stocks

Second Circuit Clarifies that Allegations of Direct Fraudulent Representations Are Not Necessary for Market Manipulation Claims...

In Fezzani v. Bear, Stearns & Co., Inc., No. 14-3983, 2015 WL 400547 (2d Cir. Jan. 30, 2015) (“Fezzani II”), the United States Court of Appeals for the Second Circuit clarified its opinion in Fezzani v. Bear, Stearns & Co.,...more

2/12/2015 - Appeals Bear Sterns False Statements Fraud Market Manipulation Rule 10b-5 Securities Exchange Act Securities Fraud

Second Circuit Notes Split with Ninth Circuit Over Whether Failure to Make Adequate Disclosures Under Item 303 of Regulation S-K...

In Stratte-McClure v. Morgan Stanley, No. 13-0627-cv, 2015 WL 136213 (2d Cir. Jan. 12, 2015), the United States Court of Appeals for the Second Circuit affirmed the dismissal of securities fraud claims against Morgan Stanley...more

1/27/2015 - Disclosure Requirements Dismissals Item 303 Morgan Stanley Nvidia Pleading Standards Regulation S-K Rule 10b-5 Scienter SEC Section 10(b) Securities Fraud Subprime Mortgages

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 United Technologies

Ninth Circuit Holds that Under Nevada Law, a Prior Stockholder’s Litigation of Demand Futility Precludes Another Stockholder From...

In Arduini v. Hart, 2014 WL 7156764 (9th Cir. Dec. 17, 2014), the United States Court of Appeals for the Ninth Circuit considered whether the doctrine of issue preclusion prevents a stockholder from relitigating a prior...more

1/6/2015 - Appeals Class Action Complex Litigation Demand Futility Derivative Suit Issue Preclusion Securities Shareholder Litigation Shareholders

California Court of Appeal Applies Delaware Law to Deny Discovery in Shareholder Derivative Action

In Jones v. Martinez, 230 Cal. App. 4th 1248 (2014), the California Court of Appeal, Second Division, held that a plaintiff asserting a shareholder derivative action against directors of a Delaware corporation in a California...more

12/24/2014 - Appeals Derivative Suit Discovery Foreign Corporations Shareholder Litigation Standing

Delaware Court of Chancery Rejects Contemporaneous Ownership Requirement For Creditors Asserting Derivative Claims

In Quadrant Structured Products Co. v. Vertin, C.A. No. 6990-VCL, 2014 Del. Ch. LEXIS 193 (Del. Ch. Oct. 1, 2014), the Delaware Court of Chancery held that when creditors of insolvent firms assert derivative claims, they need...more

10/28/2014 - Breach of Duty Business Ownership Commercial Bankruptcy Creditors Derivative Suit Derivatives Fiduciary Duty Insolvency

Sixth Circuit Narrows Scope of Liability Under ICA Sections 36(a) and (b)

In Laborers’ Local 265 Pension Fund v. iShares Trust, No. 13-6486, 2014 U.S. App. LEXIS 18627 (6th Cir. Sept. 30, 2014), the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of claims alleging...more

10/13/2014 - Appeals Breach of Duty Fiduciary Duty iShares Pensions

U.S. Supreme Court Decision Gives More Latitude to Defeat Securities Fraud Class Action Lawsuits Prior to Class Certification

In Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, __ S Ct. __, 2014 WL 2807181 (U.S. June 23, 2014), the United States Supreme Court refused to overturn the landmark decision Basic v. Levinson, but ruled that...more

6/26/2014 - Basic v Levinson Class Action Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Fraud

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 Credit Suisse First Boston Estimated Value Disclosures Shareholder Litigation Shareholders Stocks

Delaware Court of Chancery Underscores Heightened Pleading Standard Necessary to Support a Claim for Breach of Fiduciary Duty In...

In Houseman v. Sagerman, C.A. No. 8898-VCG, 2014 WL 1478511 (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Glasscock, V.C.) granted, in part, a motion to dismiss filed by certain directors and the financial advisor...more

5/13/2014 - Board of Directors Breach of Duty Corporate Counsel Corporate Governance Fiduciary Duty Mergers Pleading Standards Pleadings Professional Liability Shareholder Litigation Shareholders

Fourth Circuit Affirms Dismissal of Securities Fraud Complaint Where Inference of Scienter Was Not Sufficiently Strong

In Yates v. Municipal Mortgage & Equity, LLC, No. 12-2496 (4th Cir. Mar. 7, 2014), the United States Court of Appeals for the Fourth Circuit affirmed the dismissal of a securities fraud claim under Section 10(b) of the...more

4/21/2014 - Class Action Disclosure FASB LIHTC MuniMae Section 10(b) Securities Exchange Act Securities Fraud Variable Interest Entities

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

Delaware Court of Chancery Grants Summary Judgment Dismissing Breach of Fiduciary Duty Claims In Absence of Evidence of Directors’...

In In re Answers Corp. Shareholders Litigation, C.A. No. 6170-VCN, 2014 WL 463163 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery (Noble, V.C.) granted summary judgment in favor of defendants in a stockholder class...more

3/14/2014 - Board of Directors Breach of Duty Fiduciary Duty Mergers Professional Liability Summary Judgment

United States Supreme Court Holds That Section 806 of the Sarbanes-Oxley Act Extends to Employees of Private Companies Who Are...

In Lawson v. FMR, LLC, No. 12-3, 2014 WL 813701 (U.S. Mar. 4, 2014), the Supreme Court of the United States, in a 6-3 decision reversing the United States Court of Appeals for the First Circuit, held that the whistleblower...more

3/14/2014 - Contractors FMR LLC Lawson v FMR Sarbanes-Oxley SCOTUS Subcontractors Whistleblower Protection Policies Whistleblowers

Tenth Circuit Looks Past “General Partnership” Labels in Agreements to Determine Whether Certain Investments Constitute...

In SEC v. Shields, No. 12-1438, 2014 U.S. App. LEXIS 3369 (10th Cir. Feb. 24, 2014), the United States Court of Appeals for the Tenth Circuit reversed the district court’s order granting defendants’ motion to dismiss, holding...more

3/11/2014 - Joint Venture Oil & Gas Partnerships SEC Securities

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