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News & Analysis as of May 23, 2013

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

by Jim Kramer, Paul Rugani, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 3/26/2013

Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more

Inside The Courts - March 2013 | Volume 5 | Issue 1

by Skadden, Arps, Slate, Meagher & Flom LLP on 3/11/2013

In This Issue: *U.S. SUPREME COURT - Class Certificaton - Amgen Inc. v. Conn. Ret. Plans and Trust Funds, No. 11 1085 (U.S. Feb. 27, 2013) - Statutes of Limitations - Gabelli v. Sec. & Exch. Comm’n, No....more

Does Every 10% Owner Owe A Fiduciary Duty To The Corporation?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/8/2013

If I told you that all 10% owners owe a fiduciary duty to the corporation, I’d be surprised if you weren’t surprised. However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v....more

Texas Court Rules that Regardless of Fault, CEOs and CFOs Will Have to Pay Up Under Sarbanes-Oxley Section 304

by Charles Ha, Ken Herzinger, Christine Louie | Orrick - Securities Litigation and Regulatory... on 11/21/2012

A Texas federal judge denied defendants ArthoCare CEO Michael A. Baker and CFO Michael T. Gluk’s motion to dismiss the SEC’s claim against them under Sarbanes-Oxley (“SOX”) Section 304’s clawback provision. Section 304...more

Director May Pursue Malicious Prosecution Claims Against Plaintiffs’ Attorneys

by Allen Matkins Leck Gamble Mallory & Natsis... on 6/13/2012

Lawsuits against directors can seem very one-sided with the plaintiffs starting at bat and never having to take to the field to play defense. This may be changing as a result of a very significant decision issued last Friday...more

Feeley, et al. v. NHAOCG, LLC, et al., C.A. No. 7304-VCL (Del. Ch. Mar. 20, 2012) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/22/2012

In this case, the Court, relying on the implied consent provisions found in the Delaware Limited Liability Company Act (the “Act”), found that it was entitled to exercise personal jurisdiction over defendant NHAOCG, LLC...more

Lenders Beware: Delaware Supreme Court Holds Creditors of Insolvent LLC Lack Derivative Standing

by Cole Schotz on 9/23/2011

The Delaware Supreme Court recently held that creditors lack standing to bring a derivative suit on behalf of an insolvent Delaware limited liability company (an “LLC”) under the Delaware Limited Liability Company Act (the...more