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Dismissals Corporate Governance

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Applies Birnbaum Rule to Affirm Dismissal of Claims by SPAC Investors Asserted Against Target Company Executives for...

In Max Royal LLC v. Atieva, Inc., No. 23-16049, 2024 U.S. App. LEXIS 19910 (9th Cir. Aug. 8, 2024), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities class action brought by...more

Fenwick & West LLP

SEC v. SolarWinds: Court Dismisses the Majority of the SEC’s Securities Fraud Claims

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On July 18, Judge Paul Engelmayer of the Southern District of New York issued a lengthy order dismissing the majority of the SEC’s enforcement case against SolarWinds Corporation (SolarWinds) and its CISO, Timothy Brown. The...more

A&O Shearman

New York Court Of Appeals Clarifies Application Of Internal Affairs Doctrine But Reverses Dismissal Of Fiduciary Duty Breach...

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On May 23, 2024, the New York Court of Appeals reversed the dismissal of breach of fiduciary duty claims brought by former shareholders of a fantasy sports company (the “Company”) against its directors and other defendants...more

Conyers

The Effect of Non-Disclosure in Unfair Prejudice Claims

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A successful party to a buy-out order made in the course of unfair prejudice proceedings can find themselves in a difficult position, at the hands of an uncooperative respondent. Commonly, the Court will try liability and...more

Mintz

A Cup of Coffee - and a Dismissal - To Go

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Last month, Federal District Court Judge Stanley A. Bastian dismissed at oral argument a shareholder suit challenging the Starbucks DEI initiatives. The Court has now issued a brief, yet informative written decision that in...more

BCLP

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

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In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

BCLP

High Court dismisses green strategy derivative claim against Shell’s directors

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In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more

Barnea Jaffa Lande & Co.

Class Actions on Accessibility of Public Companies' Reports Dismissed

About two years ago, motions to certify class actions were filed against dozens of public companies and reporting corporations in Israel, alleging violations of provisions of the Equal Rights for Persons with Disabilities...more

Latham & Watkins LLP

High Court Strikes Out “Largest White Elephant in the History of Group Actions”

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A class action by 202,600 claimants arising from the collapse of the Fundão dam in Brazil was struck out as abuse of process. Background - In Município De Mariana & Ors v. BHP Group Plc & Anor (Rev 1), the largest group...more

Dorsey & Whitney LLP

The Importance of Full Disclosure

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Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more

Bennett Jones LLP

Court of Appeal Affirms Decision to Dismiss the Rana Plaza Class Action

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On December 20, 2018, the Ontario Court of Appeal released its decision in the Rana Plaza Class Action (Das v George Weston Limited, 2018 ONCA 1053) affirming the Ontario Superior Court of Justice’s decision to dismiss the...more

A&O Shearman

Delaware Court Of Chancery Rejects Appraisal Rights For Stockholders Of Merger Parent, Even When Transaction Results In Sale Of...

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On May 25, 2018, Chancellor Andre G. Bouchard dismissed a class action lawsuit brought by stockholders of Dr. Pepper Snapple Group, Inc. (“Dr. Pepper”) against the company and its directors asserting that the merger with...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

Dechert LLP

US Bankruptcy Filing Limitations - How Far Can You Go?

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In order to file for bankruptcy, a corporate entity must be legally authorized to do so. Whether the bankruptcy petition has been duly authorized is governed by state law and often depends on the entity’s governance...more

A&O Shearman

Virgin Islands District Court Dismisses Securities Fraud Claims For Failure To Allege Falsity And Loss Causation

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On April 6, 2017, Judge Harvey Bartle III, sitting by designation in the United States District Court for the District of the Virgin Islands, dismissed a putative class action against Altisource Asset Management Corporation...more

A&O Shearman

Delaware Chancery Court Dismisses Suit Challenging Board Compensation Awards Under A Stockholder-Approved Compensation Plan

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On April 5, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery granted defendants’ motion to dismiss a stockholder derivative suit against the directors of Investors Bancorp, Inc., which had asserted a...more

Carlton Fields

Home Depot Cyber Derivative Action Shuttered: Another Data-Breach Derivative Suit Fails to Clear Fundamental Corporate Law Hurdles

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The recent dismissal of a Home Depot derivative action ends a string of high-profile derivative suits stemming from large-scale corporate data breaches. On November 30, the Northern District of Georgia dismissed a shareholder...more

Foley Hoag LLP - Global Business and Human...

Five on Friday – Five Recent Developments that We’ve Been Watching Closely - May 2015

It’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post includes: new private and public initiatives on recruitment fees, including...more

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