Shareholder Litigation

Delaware Court Opens the Door to Private Dilution Claims Against Venture Capital Firms

by King & Spalding on 5/6/2013

The Delaware Court of Chancery’s recent opinion in Carsanaro v. Bloodhound Technologies is a wake-up call to venture capital firms. In a nearly 40 page opinion, Vice Chancellor Laster held that VCs are not necessarily immune...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

In re BioClinica, Inc. Shareholder Litigation

by Enrico Granata | Morrison & Foerster LLP on 3/19/2013

In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

by Ana N. Damonte, Sarah A. Good, Cindy V. Schlaefer | Pillsbury Winthrop Shaw Pittman LLP on 2/22/2013

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Looking Ahead: Forthcoming 2013 Securities and Corporate Governance Litigation Developments

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 2/21/2013

This promises to be an eventful year in securities and corporate governance litigation. A number of looming developments have the potential to change the landscape for many years to come. This is the first of two posts – or...more

Freedman v. Adams, et al., C.A. No. 4199 (Del. Jan. 14, 2013)

by Potter Anderson & Corroon LLP on 2/12/2013

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Freedman v. Adams, et al., C.A. No. 4199-VCN (Del. Ch. Mar. 30, 2012), denying the plaintiff’s motion for an award of attorney’s...more

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

by Joni Jacobsen, David Kistenbroker, Angela Liu, Carl Volz | Dechert LLP on 2/12/2013

Decisions regarding executive compensation fall squarely within the discretion of a public company’s board of directors. Recently, however, plaintiffs’ firms have been trying to invade the board’s purview by bringing...more

2012 Trends in Securities Class Action Filings

by Michael Rosensaft, Allison Wuertz | Katten Muchin Rosenman LLP on 1/31/2013

On January 23, Cornerstone Research and Stanford Law School’s Securities Class Action Clearinghouse released their “2012 Year in Review” report, which analyzes the federal securities fraud class action filings over the past...more

Shareholder Derivative Action Versus Shareholder Direct Action – A Basic Explanation

by Neha Dagley | Schecter Law on 1/31/2013

Whether an action against a corporation is direct or derivative is one that has been addressed frequently under Florida law. A derivative action is a cause of action that is brought by a shareholder to enforce a right of...more

“Don’t Ask, Don’t Waive” Standstill Provisions and the Board’s Duty to Stay Informed

by Medard Fischer, Marc Kushner, Emmanuel Pressman | Osler, Hoskin & Harcourt LLP on 1/30/2013

A trio of Delaware Court of Chancery rulings in 2012 have re-emphasized a target board’s duty to stay informed of material information throughout all stages of a transaction and have highlighted possible tensions between...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

by Michael D. Redondo | Holland & Knight LLP on 1/29/2013

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

by Christina Costley, Michael Diver, Bruce Vanyo | Katten Muchin Rosenman LLP on 1/24/2013

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...more

The First Circuit Court of Appeals Articulates a Stricter Independence Standard for Fund Directors When Evaluating Demand...

by Linda Goldstein, Galia Porat | Dechert LLP on 1/23/2013

The U.S. Court of Appeals for the First Circuit, in Unión de Empleados de Muelles de Puerto Rico PRSSA Welfare Plan, v. UBS Financial Services Inc. of Puerto Rico, No. 11-1605, --- F.3d ----, 2013 WL 49818 (1st Cir. Jan. 4,...more

Life Sciences Company Obtains Dismissal of Shareholder Class Action

by William M. Regan | Katten Muchin Rosenman LLP on 1/23/2013

The US District Court for the Middle District of Tennessee recently granted BioMimetic Therapeutics Inc.’s motion to dismiss the class action against it, and denied plaintiffs leave to amend their complaint. Shareholders...more

Corporate and Financial Weekly Digest - January 18, 2013

by Katten Muchin Rosenman LLP on 1/21/2013

In this issue: - SEC Approves NYSE and NASDAQ New Compensation Committee and Adviser Listing Standards - SEC Extends No-Action Letter Permitting Broker-Dealers to Rely on Certain Investment Advisers to Conduct...more

Skadden's 2013 Insights: Global Litigation

by Skadden, Arps, Slate, Meagher & Flom LLP on 1/21/2013

New legal ground is expected to be broken this year in areas of importance to companies and their directors, officers and executives. We see those developments coming from around the globe and defining the litigation...more

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

by Michael R. Bergmann, Emily Cabrera, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 1/17/2013

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

Delaware Supreme Court Allows Opt-Out Right in Securities Case Certified on Equitable Grounds

by Frank Oliva | BakerHostetler on 1/16/2013

In In Re Celera Corporation Shareholder Litigation, No. 212, 2012 (Del. Dec. 27, 2012), the Delaware Supreme Court reversed the lower Court of Chancery and ruled that a large holder of Celera Corporation (“Celera”) shares...more

In re Novell, Inc. S’holder Litig., C.A. No. 6032-VCN (Del. Ch. Jan. 3, 2013)

by Potter Anderson & Corroon LLP on 1/16/2013

In this memorandum opinion, the Court of Chancery denied defendants’ motions to dismiss with respect to Plaintiffs’ bad faith claims. The Court’s decision was based on its finding that the complaint stated a “reasonably...more

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

by Herbert Kozlov, Lawrence Reina | Reed Smith on 1/11/2013

In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc. breached its fiduciary duty in allowing a $2.2 billion sale of Novell...more

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