Derivative Suit

Re: Sino-Forest Corporation – When is an Indemnity Claim Really Just an Equity Claim?

by Domenico Magisano, Jason Squire | Lerners LLP on 5/16/2013

When public companies are accused of accounting irregularities, class action shareholder litigation often follows. The case of Sino-Forest Corporation (“SFC”) is such an example. Weighed down by allegations of accounting...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the...

by Michael Kichline, Peter Kreher, William McEnroe | Dechert LLP on 5/2/2013

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a...more

News Of The (Shareholder Derivative) World: Record-High $139 Million Settlement In News Corp. Phone Hacking Suit

by Kevin Askew, James Grohsgal, Robert Varian | Orrick - Securities Litigation and Regulatory... on 5/1/2013

Putting an end to shareholder derivative litigation arising from News Corp.’s phone-hacking scandal, the company’s directors agreed last week to a record-breaking $139 million cash settlement. According to the plaintiffs’...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

Shareholder Derivative Litigation: Keeping an Eye on the Parallel Class Action

by Donald Corbett, Daniel Roque | Lowenstein Sandler LLP on 4/26/2013

I. Introduction - Shareholder derivative actions rarely proceed in isolation. Typically, other related actions are pending simultaneously, including a parallel securities class action arising out of the same set of...more

Delaware Supreme Court Upholds Collateral Estoppel in Multiforum Litigation

by William M. Regan | Katten Muchin Rosenman LLP on 4/24/2013

The Delaware Supreme Court recently held that the dismissal of a shareholder derivative suit by a California federal court had a preclusive effect on a substantially similar suit pending in the Delaware Chancery Court against...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 4/11/2013

On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more

Delaware Supreme Court Says No To Botox And No To Multi-Forum Litigation: Court Dismisses Derivative Suit Against Botox-Maker...

by Kristen Bartlett, Lily Becker, Matthew Craner | Orrick - Securities Litigation and Regulatory... on 4/9/2013

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery in Pyott, et al. v. Louisiana Mun. Police Emp. Ret. Sys., et al., holding that a derivative suit against Botox-maker Allergan, Inc. should be...more

Delaware Supreme Court Upholds Federalism, Comity & Finality

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 4/9/2013

In Delaware Court of Chancery “Overrules” Federal Court, I discussed Vice Chancellor J. Travis Laster’s opinion in Louisiana Municipal Police Employees’ Retirement System v. Pyott, C.A. No. 5795-VCL (Del. Ch. June 11, 2012)....more

New Jersey Makes Itself Business Friendly

by Marshall McLean | McCarter & English, LLP on 4/8/2013

On April 2, 2013, Governor Chris Christie signed P.L. 2013, C.40, P.L. 2013, C.41 and P.L. 2013, C.42 into law. The three laws are intended to make New Jersey more business friendly by aligning New Jersey's corporate statutes...more

Delaware Supreme Court Issues Decision Upholding Collateral Estoppel in Shareholder Derivative Actions

by Ann Ashton, Tanya Dmitronow, Ralph Ferrara, Sarah Gold, Gregg Mashberg, Jonathan Richman | Proskauer Rose LLP on 4/8/2013

The Delaware Supreme Court issued a decision on April 4, 2013, in Pyott v. Louisiana Municipal Police Employees' Retirement System concerning duplicative shareholder derivative actions and the "race to the courthouse" that...more

Delaware Supreme Court Reverses Chancery And Gives Collateral Estoppel Effect To California Federal Court’s Dismissal Of...

by Bradley Voss | Pepper Hamilton LLP on 4/5/2013

In its widely followed Allergan decision, the Delaware Court of Chancery declined to apply collateral estoppel to dismiss a Delaware derivative complaint even though a California federal court dismissed (with prejudice)...more

New Jersey Amends Its Corporate Laws to Create a More Business-Friendly Climate

by Michael Rowan, Craig Zappetti | Saul Ewing LLP on 4/4/2013

On April 1, 2013, Governor Chris Christie signed into law a three-bill package designed to make New Jersey businesses more competitive in the global marketplace, attract new businesses to New Jersey, and make New Jersey law...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

by Michael D. Redondo | Holland & Knight LLP on 4/4/2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Delaware Federal Court Dismisses Say-on-Pay Complaint

by Eric S. Almon | Holland & Knight LLP on 4/3/2013

In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that...more

Kallick v. SandRidge Energy, Inc., C.A. No. 8182-CS (Del. Ch. Mar. 8, 2013) (Strine, C.)

by Potter Anderson & Corroon LLP on 3/29/2013

In this opinion, the Court of Chancery granted a stockholder of SandRidge Energy, Inc. (“SandRidge” or the “Company”) injunctive relief after concluding that defendant-directors of SandRidge likely violated their fiduciary...more

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/29/2013

In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more

Appellate Notes: Week of March 25

by Edward McCreery III | Pullman & Comley, LLC on 3/28/2013

In This Issue: - SC18915- Misiti, LLC v. Travelers Property Casualty Co. of America - SC18840- New England Road, Inc. v. Planning & Zoning Commission - SC18804- Cordero v. University of Connecticut...more

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/28/2013

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

Attacks on Proxy Statement Compensation Disclosure: An Update on the Gathering Storm

by Lawrence D. Levin, William M. Regan, Jennifer Ryan, Richard Zelichov | Katten Muchin Rosenman LLP on 3/27/2013

In this presentation: - Update January 15, 2013 Presentation. More investigation notices, more lawsuits filed, more decisions reached. Trends are becoming more apparent in hindsight. - Say-on-pay. -...more

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

Zutrau v. Jansing, C.A. No. 7457-VCP (Del. Ch. Mar. 18, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 3/22/2013

In this memorandum opinion, the Court of Chancery denied a motion to dismiss derivative and direct claims filed by a shareholder of ICE Systems, Inc. (“ICE” or the “Company”) against the Company’s president, sole director and...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

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