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Nevada Favors New York Over Delaware Precedent For SLC Review

by Allen Matkins on

Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

Forging ahead with “entire fairness,” or playing it safer (procedurally speaking)

by Ropes & Gray LLP on

Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of “entire fairness” to determine whether the transaction was the product of fair dealing and fair price. Notably, however,...more

Finding the Unicorn in Lender Liability Litigation

by Bryan Cave on

Investors frequently talk in terms of trying to find the next unicorn, that small start-up company that is going to turn into a billion dollar valuation. Lawyers are like that as well, always looking for that new decision...more

Texas Supreme Court Enforces Forum-Selection Clause In Breach Of Fiduciary Duty Case Arising From A Shareholder Agreement

by Winstead PC on

In Pinto Tech. Ventures, L.P. v. Sheldon, the Texas Supreme Court held that business tort claims, including breach of fiduciary duty, were subject to a forum-selection clause in a shareholders agreement. No. 16-0007, 2017 WL...more

Upcoming Supreme Court Cases Worth Noting by Institutional Investors

The U.S. Supreme Court‘s 2017 term begins October 2nd and we will be tracking at least three cases relevant to institutional investors: •Cyan, Inc. v. Beaver County Employees Retirement Fund •Digital Realty Trust v....more

In A Post-Trial Opinion, Delaware Court Of Chancery Dismisses Breach Of Contract And Fiduciary Duty Claims For Lack Of Personal...

by Shearman & Sterling LLP on

On September 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed claims for breaches of contract and fiduciary duty brought by plaintiffs against a prospective business partner,...more

When Speaking to Investors, Mix Facts with Predictions at Your Peril

The Private Securities Litigation Reform Act of 1995 protects “forward-looking statements”—that is, predictions about the future, at least when they are accompanied by “meaningful cautionary statements” that could cause the...more

Investment Services Regulatory Update - August 2017

by Vedder Price on

On August 7, 2017, the SEC’s Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert providing a summary of the staff’s observations from sweep exams of broker-dealers, investment advisers and funds...more

No Payday for Objecting Stockholders as Delaware Supreme Court Reverses Appraisal Ruling

by White & Case LLP on

The Delaware Supreme Court recently reversed a Delaware Chancery Court's finding that a private equity buyer had underpaid in connection with its acquisition of payday lending firm DFC Global Corporation....more

Minnesota Supreme Court Articulates Test for Direct Versus Derivative Claims in In re Medtronic, Inc. Shareholder Litigation

by Faegre Baker Daniels on

On August 16, 2017, the Minnesota Supreme Court decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, if the shareholder...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

SCOTUS Upholds Strict Statute of Repose on Federal Section 11 Securities Claims

by Perkins Coie on

In a 5-4 decision in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities, Inc., et al. (No. 16-373), 582 U.S. ___ (2017), the U.S. Supreme Court upheld, at the end of last month, a U.S. Court of Appeals...more

Delaware Chancery Court Declines To Dismiss Challenges To Director Option Grants And Outside Investor Voting Agreement

by Shearman & Sterling LLP on

On June 28, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of...more

Phantom Recusal Policy Leads to Partial Summary Judgment for Plaintiffs in the Ocwen Securities Litigation

In a June 13, 2017, ruling on a motion for partial summary judgment in the Ocwen Financial Corp. Securities Litigation (the “Ocwen Litigation”), the United States District Court for the Southern District of Florida determined...more

2016 Marks a Record Year for Securities Class Actions

The year 2016 was the biggest yet for U.S. securities class action settlements. On June 14, 2017, Securities Class Action Services, a division of Institutional Shareholder Services, Inc., released its updated list of the top...more

Second Circuit Sets Standard for Disclosure of Interim Financial Results in Offering Documents

On June 21, 2017, the U.S. Court of Appeals for the Second Circuit issued a decision of first impression that sets the standard for determining whether to disclose interim financial documents in a prospectus. In addition, the...more

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

Delaware Chancery Court Dismisses Caremark Claim For Failure To Adequately Allege That The Board Consciously Disregarded FCPA...

by Shearman & Sterling LLP on

On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more

Delaware Court of Chancery Determines Fair Value in PetSmart and SWS Group Appraisal Cases

by Ropes & Gray LLP on

In recent years, the Delaware Court of Chancery has issued a number of high-profile opinions in appraisal litigations, many of which addressed the central question of whether and to what extent the underlying transaction...more

Delaware Chancery Court Declines To Dismiss Claims Under Corwin, Finding The Complaint Adequately Pleaded That The Shareholder...

by Shearman & Sterling LLP on

On May 31, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of Charter...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

SEC Continues to Use Advance Data Analytics to Investigate Insider Trading

The SEC has continued to pursue a number of insider trading cases this year, both large-scale and small. Some of those matters involved trades that yielded relatively small amounts of profits: $40,000-$60,000. Why does the...more

“Food Fight” Sequel Ends Badly for Ousted Sibling

by Farrell Fritz, P.C. on

A little over three years ago I reported on the first round of a fascinating “food fight” among four siblings, each of whom is a 25% shareholder of a Brooklyn-based, second-generation food distributor known as Jersey Lynne...more

United States Asks Supreme Court To Resolve Whether State Courts Have Jurisdiction Over Securities Act Claims, Arguing That State...

by Shearman & Sterling LLP on

On May 23, 2017, the Acting Solicitor General (“ASG”) filed a brief on behalf of the United States as amicus curiae urging the Supreme Court to grant the petition for a writ of certiorari in Cyan,Inc. v. Beaver County...more

Tesco to Pay Compensation of £85 m and Further Fine of £129 m for Market Abuse

by Jones Day on

On 28 March 2017, the FCA announced that Tesco plc and Tesco Stores Limited ("Tesco") had agreed to committing market abuse in relation to a trading update published on 29 August 2014. In that update, Tesco plc had stated...more

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