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
A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions....more
The authors examine settlement outcomes of derivative lawsuits linked to securities class actions, focusing on 110 cases associated with securities class action settlements between 2019 and 2023....more
Mitigating climate change impacts is becoming a critical business priority, and the pressure to achieve corporate sustainability objectives is mounting as investment-focused regulations continue to drive companies toward...more
Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more
On May 13, 2022, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed certain stockholder derivative claims for breaches of fiduciary duty brought against the founder-CEO and other directors of...more
On April 27, 2022, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery entered judgment in favor of defendant, the CEO/Founder and then-Chairman (the “Chairman”) of Tesla Motors, Inc. (the “Company”),...more
In January 2018, the media began reporting on two security vulnerabilities affecting Intel Corporation's microprocessors - dubbed "Spectre" and "Meltdown". Following these disclosures, Intel's stock price fell and its...more
In this post, UCLA Law School Professor Stephen Bainbridge quibbles my description of Delaware's two-step approach to the special litigation committee defense in derivative suits. In particular, he points out that Delaware...more
Last month, Delaware's new Chancellor Kathaleen S. McCormick issued a decision largely dismissing challenges to board action after finding that the plaintiff's emails to the board constituted pre-suit litigation demands, and...more
California, like many other states, imposes a demand requirement on shareholders who want to maintain a derivative action. Thus, Corporations Code Section 800(b)(2) requires that a plaintiff allege in its complaint with...more
NRS 78.138(3) imposes a statutory presumption that other than in cases of a change in control of the corporation, directors and officers, in deciding upon matters of business, act in good faith, on an informed basis and with...more
A shareholder bringing a derivative claim, faces a choice. The shareholder can either make a demand on the board of directors and then challenge the board's decision not to proceed or file a complaint alleging that the...more
On January 1, 2020, the new Florida Business Corporation Act took effect. It includes a provision that settles in the affirmative whether Florida is a “demand futility” state for shareholder derivative litigation. To succeed...more
On June 18, in Marchand v. Barnhill, the Delaware Supreme Court reversed a ruling by the Delaware Court of Chancery in a shareholder derivative suit alleging a breach of the duty of loyalty. While the standard for a...more
In In re Pilgrim’s Pride Corporation Derivative Litigation, the Delaware Court of Chancery held that a foreign controlling stockholder impliedly consented to personal jurisdiction in Delaware because the controller’s...more
In October 2016, the Delaware Court of Chancery rejected a shareholder derivative lawsuit premised on an alleged lack of oversight by the directors of Capital One Financial Corp., Reiter v. Fairbank, C.A. No. 11693-CB, 2016...more
In Tennessee, shareholders may file a lawsuit for injuries suffered by the company or by the shareholders individually. A shareholder files a derivative action when the company is entitled to some legal relief; and files a...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
Everyone remembers the Target Corporation data breach, one of the worst in history. In late 2013, hackers forced their way into Target’s computer system, accessing the information of approximately 70 million customers,...more
We recently discussed the increase in data breach litigation which resulted after several high-profile data breaches. You can read those articles here and here. Not surprisingly, several of these suits involve class actions...more
A federal district court in New Jersey has dismissed with prejudice a shareholder derivative suit, Palkon v. Holmes, No. 14-CV-01234 (SRC) (D.N.J.), that tried to blame the directors and officers at hospitality company...more
The Third District Court of Appeal has issued a landmark opinion setting forth Florida's law to determine the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a...more
The Supreme Court of the State of New York, County of New York recently dismissed a shareholder derivative suit on behalf of Travelzoo, Inc. because plaintiff shareholder failed to plead that demand on the board to sue would...more