News & Analysis as of

Corporate Officers Class Action

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Decision Dismissing MultiPlan Claims

On May 31, 2024, the Delaware Court of Chancery issued its first opinion dismissing a “MultiPlan claim” at the pleadings stage. As a reminder, a MultiPlan claim is a breach of fiduciary duty claim against directors,...more

Foley Hoag LLP

The SVB Bankruptcy Decision and Its Lessons for D&O Insurance Programs

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Directors and Officers (D&O) policies are intended first and foremost to protect a company’s individual directors and officers from significant claims which may be asserted against those individuals in their capacities as...more

Goodwin

Sixth Circuit Does Not Permit Third-Party Releases in Equity Receiverships

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The Sixth Circuit’s recent decision in Digital Media Solutions v. South Univ. of Ohio, 59 F.4th 772 (6th Cir. 2023) provides a cautionary tale about the limitations of federal equity receiverships as a restructuring tool. It...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Goodwin

Court Dismisses Post-SPAC Class Action for Lack of Standing

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On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

DarrowEverett LLP

AmeriSource Decision a Difficult Pill to Swallow for Securities Plaintiffs

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The opioid crisis has garnered nationwide attention for decades and has resulted in thousands of lawsuits, subjecting pharmaceutical distributors to billions of dollars in damages. AmerisourceBergen (“Amerisource”) — one of...more

King & Spalding

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

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Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more

Perkins Coie

Washington Court Reaffirms Appraisal as Remedy for Shareholders Challenging a Merger

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In an unpublished decision issued on January 3, 2023, Division I of the Washington Court of Appeals strongly reaffirmed Washington law providing that, absent a showing of fraudulent corporate conduct or certain procedural...more

Vinson & Elkins LLP

[Webinar] Managing Litigation Risks in De-SPAC Transactions - October 26th, 12:00 pm - 1:00 pm CT

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As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more

Mintz Edge

Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters

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Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers....more

Goodwin

Northern District of California Dismisses Shareholder Derivative Suit Concerning Lack of Diversity

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Northern District of California Dismisses Shareholder Derivative Suit Concerning Lack of Diversity; Delaware Court of Chancery Dismisses Stockholder Suit Against Medical Device Company for Failure to Plead Demand Futility;...more

Barnea Jaffa Lande & Co.

Warning, Border Ahead? Expanding Israeli Courts' Jurisdiction over Foreign Defendants

In early June 2021, the Tel Aviv-Yafo District Court handed down an important precedential ruling. The ruling expands the identity of an authorized agent, i.e., the entity to whom a statement of claim may be served and that...more

Royer Cooper Cohen Braunfeld LLC

Delaware Supreme Court Finds Fraud Insurable

In a recent decision, the Delaware Supreme Court ruled that insuring against fraud does not per se violate Delaware public policy and held that the insured’s D&O policy covered claims alleging securities fraud. RSUI Indemnity...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more

White and Williams LLP

Securities Class Action Filings Continue at Record Levels: How Should D&O Insurers Respond?

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On January 29, 2020, Cornerstone Research released its annual report on securities class action filings. As expected, the report demonstrates that securities class actions in both federal and state courts continue to be filed...more

White & Case LLP

Stock Market Class Action: New protection system of minority shareholders on takeovers in breach of the Securities Market Law

White & Case LLP on

On March 19, 2019 a law initiative of Senator Ricardo Monreal Ávila was published in the Parliamentary Gazette of the Senate with a decree project, by means of which certain provisions of the Federal Civil Proceedings Code...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Expanding Theories of Liability in the #MeToo Era

Alleged workplace harassment is not a new phenomenon, but in the wake of allegations of sexual misconduct in the corporate context, plaintiffs increasingly are targeting an expanded group of defendants, including public...more

Payne & Fears

Key California Employment Law Cases: October 2018

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This month’s key employment law cases address the test for independent contractor status, the legality of an incentive compensation system, and personal liability for wage and hour violations....more

Robins Kaplan LLP

Your Daily Dose of Financial News

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The Journal dropped something of a bomb on Friday with news that Goldman Sachs’ CEO Lloyd Blankfein is heading out the door as soon as the end of the year. If true, Goldman will likely look for his replacement within its...more

Dechert LLP

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

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Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

Dechert LLP

US Supreme Court Holds that 3-Year Time Limit to Challenge Registration Statements Cannot Be Tolled, Precluding Opt-Out Plaintiffs...

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Officers, directors, and underwriters frequently become targets of securities fraud litigation after a public offering. In a landmark case decided yesterday, the U.S. Supreme Court provides defendants with another tool to...more

Bass, Berry & Sims PLC

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

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Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Blake, Cassels & Graydon LLP

Recent Decision Clarifies Availability of Defences at the Leave Stage in Statutory Securities Class Actions

The Ontario Superior Court of Justice’s (Court) recent decision in Rahimi v. SouthGobi Resources (Rahimi) confirms that courts will consider and evaluate defences at the leave stage of a statutory secondary market disclosure...more

Proskauer - Corporate Defense and Disputes

Ninth Circuit Rejects Adverse-Interest Exception in Fraud-on-the Market Securities Class Actions

Last week, the Ninth Circuit issued a decision that could affect analyses of corporate scienter in securities class actions. The court reversed the dismissal of In re ChinaCast Education Corporation Securities Litigation and...more

Goodwin

Business Litigation Reporter October 2015

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Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

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