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Derivatives Demand Futility

A&O Shearman

Eighth Circuit Affirms Dismissal Of Merger-Related Derivative Suit For Failure To Plead Demand Excusal

A&O Shearman on

On April 7, 2022, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of derivative claims brought by shareholders of Centene Corporation (the “Corporation”) against directors and officers of the...more

Allen Matkins

Dismissal Of State Court Derivative Action Yields Dismissal Of Parallel Federal Action

Allen Matkins on

I first wrote about the preclusive effect, if any, of a dismissal of a parallel derivative action some nine years ago when I wrote about Vice Chancellor J. Travis Laster's ruling in La. Mun. Police Emples. Ret. Sys. v. Pyott,...more

Carlton Fields

Florida Is Now a “Demand Futility” State for Shareholder Derivative Actions

Carlton Fields on

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

Morris James LLP

Venture Capital Firms Did Not Constitute a Control Group Barring Stockholder Direct Claims for Dilution

Morris James LLP on

To avoid demand futility and standing requirements for a derivative claim, the plaintiff stockholders in Sheldon v. Pinto Technology Ventures, No. 81, 2019 (Del. Oct. 4, 2019) attempted to plead a direct claim for dilution of...more

Morris James LLP

Chancery Applies 'Rales' in Dismissing Derivative Claim

Morris James LLP on

In Sandys v. Pincus, C.A. No. 9512-CB, (Del. Ch. Feb. 29, 2016), the Delaware Court of Chancery considered the uncommon scenario of analyzing whether a demand made upon Zynga Inc.'s board of directors pursuant to Rule 23.1...more

Morris James LLP

Court Of Chancery Applies Demand Analysis To Changed Board

Morris James LLP on

This is an interesting decision because it applies the demand rules in a derivative case to an odd situation — when some but not all of the board members have changed between when the challenged conduct occurred and when the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside The Courts - December 2012

This issue of Inside the Courts, Skadden's securities litigation newsletter, includes summaries and associated court opinions of selected noteworthy cases principally decided from July to November 2012. This edition addresses...more

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