Bar Exam Toolbox Podcast Episode 167: Listen and Learn -- Direct and Derivative Actions (Corporations)
Board Diversity Podcast
Securities Litigation and Disclosure Issues
Podcast: CFTC Issues LIBOR Transition Relief for Swaps
On May 25, 2022, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion to dismiss a stockholder derivative claim against a director of Fat Brands Inc. (the “Corporation”) for alleged breach of...more
By definition, a minority owner in a private company does not have control over the business or the right to make decisions for the company. But minority owners do have legal recourse when the company’s majority owners –...more
On November 23, 2021, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder derivative claims for breach of fiduciary duty against the directors of Wayfair, Inc. (the “Company”). ...more
In In re The Boeing Company, the Delaware Court of Chancery held that Boeing stockholders that sued the company over losses relating to safety problems with Boeing’s 737 MAX airplane had adequately pleaded that a majority of...more
On September 23, the Delaware Supreme Court issued a decision replacing the long-standing Aronson test for demand futility and instead adopts and affirms a new universal Rales-like test applied below by Vice Chancellor...more
In Salladay v. Lev, the Delaware Chancery Court elaborated on how early a corporate board must take protective measures to shield a conflicted transaction from entire fairness review. Salladay involved a motion to dismiss a...more
In a recent post-trial opinion, Vice Chancellor Laster of the Delaware Court of Chancery issued an important decision regarding stockholder books and records demands under Section 220(b) of the Delaware General Corporation...more
Section 220 of the Delaware General Corporation Law affords stockholders a qualified right to inspect a corporation's books and records. A Section 220 inspection is a powerful stockholder right, and indeed, the Delaware...more
I have long predicted that corporate board members are in for a rude awakening. Corporate boards have to improve their ability and knowledge surrounding supervision and monitoring of a company’s ethics and compliance...more
On July 24, 2019, the Securities and Exchange Commission (the "SEC") announced charges against Facebook Inc. ("Facebook") for making misleading statements and risk factor disclosures regarding the misuse of Facebook user data...more
Business divorce cases more often than not include claims against the controlling owners for diversion or waste of company assets, usurpation of corporate opportunity, taking excessive compensation and the like. The party...more
In a wide ranging derivative action, a Facebook shareholder has filed a 193 page complaint in the Delaware Court of Chancery alleging three Facebook directors sold a total of $1.5 billion of stock while in possession of...more
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
On Nov. 14, 2018, a New York appellate court held that in a derivative action brought in a New York court against a company incorporated in the United Kingdom, the plaintiff need not comply with U.K. Companies Act § 261(1)...more
What legal standard applies to assess a corporate board’s refusal to pursue litigation in response to a shareholder’s demand to take “all necessary actions” to correct alleged director misconduct?...more
On June 19, 2017, the Supreme Court of Delaware affirmed the dismissal of a shareholder derivative suit against the board of directors of The Bank of New York Mellon Corporation (“BNYM”) in which plaintiff had asserted a...more
Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the...more