News & Analysis as of

Derivatives Delaware General Corporation Law

A&O Shearman

After Derivative Litigation Judgment For Defendants, Delaware Court Of Chancery Denies Application For “Mootness” Fee For...

A&O Shearman on

On February 7, 2024, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion for a “mootness” fee of plaintiffs in a derivative action brought against the founder of a technology company (the...more

Troutman Pepper

Ninth Circuit En Banc Panel Doubles Down: Maintains Enforceability of Delaware Exclusive Forum Provision Foreclosing Stockholder's...

Troutman Pepper on

This June, the Ninth Circuit sitting en banc reheard argument in Lee v. Fisher — a case in which a three-judge panel of the court affirmed the enforceability of an exclusive forum provision contained in a Delaware...more

Proskauer - Corporate Defense and Disputes

En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Action

The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more

Troutman Pepper

Circuit Split: Ninth And Seventh Circuits Disagree Over Enforceability of Delaware Exclusive Forum Provisions

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In a recent decision, the Ninth Circuit split with a Seventh Circuit decision on the enforceability of exclusive forum provisions contained in a Delaware corporation’s certificate of incorporation or bylaws as to derivative...more

Goodwin

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice

Goodwin on

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice; Delaware Supreme Court Upholds Chancery Court Ruling That Stockholder Appraisal Rights Can Be Waived by Contract;...more

Allen Matkins

Court Orders Discovery In Derivative Action Challenging Racial Diversity

Allen Matkins on

Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc.  The gist of the complaint was that the "Defendants...more

Kramer Levin Naftalis & Frankel LLP

California Federal Court Enforces Delaware Forum Bylaw and Dismisses Derivative Shareholder Suit Including Exchange Act Proxy...

We have discussed in previous alerts a spate of shareholder lawsuits alleging corporate fiduciary breaches and securities law violations tied to the defendant company’s alleged failure to fulfill diversity aspirations. ...more

Morris James LLP

Court: Derivative Claims Allowed to Be Asserted as Part of Merger Attack

Morris James LLP on

It is well-settled under Delaware law that in a merger a stockholder loses standing to assert a purely derivative claim. That claim passes instead to the acquiring company. As an asset of a Delaware company, derivative claims...more

Carlton Fields

Delaware Supreme Court Rejects Presumption of Disloyalty for Independent Directors

Carlton Fields on

Public companies incorporated in Delaware frequently adopt a charter provision, pursuant to 8 Del. C. § 102(b)(7), that insulates their directors from monetary damages for breaches of the fiduciary duty of care. Those...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest - Volume X, Issue 11

In This Issue: - Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions - SEC Charges Insiders for Failure to Update Schedule 13D Disclosures - CBOE Proposes Amendments to...more

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