News & Analysis as of

Shareholder Rights Shareholder Litigation

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

by Shearman & Sterling LLP on

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

Commercial Division Grants Preliminary Injunction in Shareholder Dispute

On January 6, 2017, Justice Charles E. Ramos of the Commercial Division issued an order enjoining two corporations from taking action in violation of a shareholders agreement of a third company. The case, Ciment v. SpanTran,...more

Can a Minority Shareholder Force the Majority to Buy Their Interest?

by Holland & Knight LLP on

The question often arises whether a minority shareholder can require the majority to buy his interest in a privately held company. The answer, as a general matter, is that absent an agreement that provides for the purchase,...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

by King & Spalding on

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

What To Do If Filing Shareholder Dispute Litigation Might Potentially Harm The Company

To negotiate – or to sue? That is the question when the decision to sue might potentially hurt the company. A minority shareholder (or LLC member) in New Jersey is often faced with a difficult choice. Confronted with...more

Maryland Appellate Court Clarifies Applicability of Business Judgment Rule for Board Responding to Shareholder Demand

by Holland & Knight LLP on

The Maryland Court of Special Appeals recently ruled in Oliveira v. Sugarman, -- A.3d --, 2016 WL 361055 (2016), that a Maryland board's rejection of a shareholder demand is subject to the presumption of the business judgment...more

Spin-Offs and Successorship Clauses

In 2006, the media conglomerate News Corporation, referred to as Old News Corp, entered into a Settlement Agreement to settle stockholder litigation filed in Delaware in 2005. Subject to certain exceptions, the Settlement...more

All Shares Are Equal But With Proxy Access Some Shares Are More Equal Than Others

by Allen Matkins on

In George Orwell’s famous satire of Stalin’s Soviet Union, Animal Farm, the animals started out with seven commandments. The seventh commandment was “All Animals Are Equal”. As time passed, three of the original...more

"Navigating Today’s Shareholder Activism Landscape: What Companies Should Consider"

Shareholder activism is the corporate topic du jour, be it in boardrooms, the media or Washington, D.C. While corporate boards and management need to understand the current environment and how we got here, their top priority...more

Shareholder Activism in Germany Following Takeover Announcements

by Morrison & Foerster LLP on

Over the past few years there has been a noticeable increase in the frequency of activist investors building up considerable stakes in German listed companies in the context of public takeovers. One reason for this...more

Lead Director Networks: Viewpoints - April 2014

by King & Spalding on

Dealing with shareholder activism - On March 4, 2014, Lead Director Network (LDN)1 members met in New York City to discuss shareholder activism. Ralph Whitworth, founder, principal, and investment committee member of...more

California’s RULLCA Impossible Pleading Requirement For Derivative Suits

by Allen Matkins on

California’s Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company. Failure to include these two...more

Shareholders Have an Absolute Right to an Auditor and to Audited Financial Statements - Financial Hardship is Irrelevant, Says...

by Bennett Jones LLP on

In a decision released on January 29, 2014, the B.C. Court of Appeal ruled that companies incorporated under the Canada Business Corporations Act must, by operation of law, appoint an auditor, and thereafter produce annual...more

Court Strikes Down Shareholder Suit Challenging Compensation Disclosures

by Reed Smith on

On August 2, 2013, a California Superior Court struck down a putative class action brought by shareholders challenging compensation disclosures in a proxy statement in connection with an advisory “say-on-pay” vote....more

Restricting Shareholders’ Ability to Challenge Corporations: Delaware Chancery Court Upholds Companies’ Right to Select Forum for...

by Dechert LLP on

The U.S. state of Delaware’s courts, particularly the Court of Chancery, are usually thought of as doughty protectors of shareholder rights. But some recent decisions have, in fact, narrowed such rights. Following close upon...more

Note to Majority Shareholders in Iowa - Don't be Oppressive.

by Davis Brown Law Firm on

The Iowa Supreme Court recently adopted a reasonableness standard for the adjudication of minority shareholder claims of oppression under the Iowa Business Corporations Act....more

In re BioClinica, Inc. Shareholder Litigation

by Morrison & Foerster LLP on

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

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