Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy...more
3/19/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Greenhouse Gas Emissions ,
Multidistrict Litigation ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
A federal district court in Missouri recently denied a motion to dismiss the Securities Industry and Financial Markets Association’s (“SIFMA’s”) challenge to Missouri Securities Division rules that require financial firms and...more
The Delaware Court of Chancery recently held that claims for breach of the fiduciary duty of oversight are not easier to plead against corporate officers than against corporate directors. The decision in Segway Inc. v. Cai...more
A federal District Court in Washington recently dismissed a shareholder derivative action by a conservative advocacy group challenging Starbucks’ initiatives relating to diversity, equity, and inclusion (“DEI”). The decision...more
A California court invalidated a state law requiring that boards of directors of public companies based in California include members from under-represented groups, including persons of several races and ethnic groups and...more
The U.S. Court of Appeals for the Second Circuit held earlier this week that a company’s accurately reported financial statements are not misleading simply because they do not disclose that alleged misconduct might have...more
8/27/2021
/ American Depository Receipts (ADRs) ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Danske Bank ,
Disclosure Requirements ,
Failure To Disclose ,
Financial Statements ,
Money Laundering ,
Publicly-Traded Companies ,
Securities Litigation ,
Securities Transactions ,
Securities Violations
The Court of Appeals for the Second Circuit held yesterday that a securities-fraud plaintiff cannot establish corporate scienter without pleading facts showing that employees who allegedly knew of underlying corporate...more
The Delaware Supreme Court yesterday rejected a presumption of confidentiality for documents produced pursuant to books-and-records inspection requests under § 220 of the Delaware General Corporation Law. The decision in...more
8/12/2019
/ Books & Records ,
Confidentiality Agreements ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Document Productions ,
Inspection Rights ,
Material Nonpublic Information ,
Section 220 Request ,
Shareholder Litigation
The Delaware Supreme Court held yesterday that a corporation can be required to produce emails and other electronic documents where necessary to satisfy a shareholder’s legitimate request to inspect corporate books and...more
The Delaware Supreme Court held yesterday that the dismissal of a shareholder derivative action for lack of demand futility can preclude other derivative actions as long as the plaintiff in the dismissed case adequately...more
1/29/2018
/ Books & Records ,
Bylaws ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Due Diligence ,
Due Process ,
Forum Selection ,
Motion to Dismiss ,
Remand ,
Section 220 Request ,
Shareholder Litigation ,
State Law Claims ,
Wal-Mart
As we have previously discussed, there has been a growing trend of corporations’ adopting various types of bylaws to define the bounds of shareholder litigation. These include forum-selection bylaws and fee-shifting bylaws...more
10/27/2015
/ Board of Directors ,
Bylaws ,
Class Action ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fee-Shifting ,
Forum Selection ,
Mootness ,
Motion to Dismiss ,
Motion To Intervene ,
Shareholder Litigation ,
Voluntary Dismissals
Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they...more
On June 11th, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits...more
In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more