Board of Directors, Shareholder Litigation

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

by Ana N. Damonte, Sarah A. Good, Cindy V. Schlaefer | Pillsbury Winthrop Shaw Pittman LLP on 2/22/2013

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

by Joni Jacobsen, David Kistenbroker, Angela Liu, Carl Volz | Dechert LLP on 2/12/2013

Decisions regarding executive compensation fall squarely within the discretion of a public company’s board of directors. Recently, however, plaintiffs’ firms have been trying to invade the board’s purview by bringing...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

by Michael D. Redondo | Holland & Knight LLP on 1/29/2013

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

The First Circuit Court of Appeals Articulates a Stricter Independence Standard for Fund Directors When Evaluating Demand...

by Linda Goldstein, Galia Porat | Dechert LLP on 1/23/2013

The U.S. Court of Appeals for the First Circuit, in Unión de Empleados de Muelles de Puerto Rico PRSSA Welfare Plan, v. UBS Financial Services Inc. of Puerto Rico, No. 11-1605, --- F.3d ----, 2013 WL 49818 (1st Cir. Jan. 4,...more

In re Novell, Inc. S’holder Litig., C.A. No. 6032-VCN (Del. Ch. Jan. 3, 2013)

by Potter Anderson & Corroon LLP on 1/16/2013

In this memorandum opinion, the Court of Chancery denied defendants’ motions to dismiss with respect to Plaintiffs’ bad faith claims. The Court’s decision was based on its finding that the complaint stated a “reasonably...more

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

by Herbert Kozlov, Lawrence Reina | Reed Smith on 1/11/2013

In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc. breached its fiduciary duty in allowing a $2.2 billion sale of Novell...more

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Board of Directors › Shareholder Litigation

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

The First Circuit Court of Appeals Articulates a Stricter Independence Standard for Fund Directors When Evaluating Demand...

In re Novell, Inc. S’holder Litig., C.A. No. 6032-VCN (Del. Ch. Jan. 3, 2013)

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

Corporate Communicator - Winter 2013

Does A Lawyer Who Files A Derivative Action Have An Attorney-Client Relationship With The Corporation?

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