News & Analysis as of

Shareholder Litigation Disclosure

Jenner & Block

Protecting Confidential Legal Information: A Handbook Analyzing Issues under the Attorney-Client Privilege and the Work Product...

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I. THE ATTORNEY-CLIENT PRIVILEGE - Historically, the attorney-client privilege developed upon two assumptions: (1) good legal assistance requires full disclosure of a client’s legal problems; and (2) a client will only ...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court Finds Mindbody CEO Liable Under Revlon and That Buyer Aided and Abetted Disclosure Violations

In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty under a post-closing Revlon enhanced scrutiny analysis. Specifically, the...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds Novel Pre-Closing Dividend Transaction Structure Does Not Thwart Appraisal Remedy

In In re GGP Stockholder Litigation, 2022 WL 2815820 (Del. July 19, 2022), an M&A transaction split the merger consideration into two parts: an oversized pre-closing dividend totaling over $9 billion, followed by a nominal...more

A&O Shearman

Delaware Supreme Court Reverses Dismissal Of A Post-Merger Suit For Alleged Breach Of Fiduciary Duty Related To Disclosures On...

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On July 19, 2022, in an opinion authored by Justice Gary F. Traynor, a majority of the Supreme Court of Delaware sitting en banc affirmed in part and reversed in part the dismissal of breach of fiduciary duty claims against...more

Morris James LLP

Supreme Court Clarifies Need To Disclose A Director’s Opinions

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Appel v. Berkman, No. 316, 2017 (February 20, 2018) - When seeking stockholder votes it is not always clear when the company must disclose an opinion of an individual director on the merits of the proposed transaction....more

Goodwin

Business Litigation Reporter October 2015

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Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

King & Spalding

Disclosure-Only Settlements Face Continued Scrutiny In Delaware

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On Thursday, September 17, 2015, in In re Riverbed Technology, Inc. Stockholders Litigation, the Delaware Chancery approved a disclosure-only settlement related to the go-private deal for Riverbed Technology, Inc. Although...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

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

Brooks Pierce

Is It Worth It For Plaintiffs' Counsel To Gamble On Merger Class Actions in North Carolina?

Brooks Pierce on

I hadn't written anything yet about the multiple shareholder actions challenging the merger of PokerTek -- a developer and distributor of electronic table (gambling) games -- with Multimedia Games -- another developer and...more

Burr & Forman

Delaware Court Dismisses Shareholder Class Action Suit Attacking Corporate Merger

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Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target’s board of directors in which the shareholders assert that the board breached its fiduciary...more

Mintz - Securities & Capital Markets...

The Troubled Track Record of the Proxy Strike Suit

The recent wave of proxy strike litigation, once thought to be on the rise in 2012 and 2013, has now gone two years without a significant court victory. After one notable early success, decision after decision has gone...more

Cadwalader, Wickersham & Taft LLP

Highlights From 2013 And Implications For 2014

During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more

Dorsey & Whitney LLP

What’s New for the 2014 Proxy Season

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Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

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