News & Analysis as of

Shareholders Bad Faith

Patton Sullivan Brodehl LLP

“Business Judgment Rule” Applies to HOAs

California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more

Paul Hastings LLP

Delaware Court of Chancery Dismisses Duty of Oversight and Care Claims Against Directors

Paul Hastings LLP on

In our February 14, 2023 Stay Current, we discussed a Delaware Court of Chancery decision allowing shareholder derivative claims to proceed against a corporate officer for alleged oversight duty failures stemming from...more

Proskauer on Privacy

SolarWinds: A Lesson on How Companies Victimized by Data Breaches Can Quickly Become the Target of Litigation and Regulatory...

Proskauer on Privacy on

In 2020, SolarWinds Corp., a company that provided information technology software to private and government entities, was the victim of a cybersecurity breach. Russian hackers are believed to have slipped malicious code...more

Goodwin

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit

Goodwin on

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more

Haynsworth Sinkler Boyd, P.A.

Amalgamation Does Not Include Individuals

The South Carolina Supreme Court recently provided additional guidance about the application of the doctrine of amalgamation/single business enterprise theory in Stoneledge at Lake Keowee Owners’ Assoc., Inc. v. IMK Dev....more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

Goodwin on

Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Goodwin

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.'s Billion Dollar...

Goodwin on

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision...more

Holland & Knight LLP

Termination of Employment Versus Breach of Duty - Current Issues in Closely Held Businesses Series: Part 2

Holland & Knight LLP on

Was the removal of an shareholder-employee as an officer an employment claim or a breach of duty and shareholder oppression? When disputes develop and interests among owners diverge, a shareholder-employee may have his...more

Morris James LLP

Disregard of Speculative Financial Projections Was Not Bad Faith

Morris James LLP on

In a stockholder challenge to a sale of the company, a plaintiff may rebut the business judgment rule by pleading facts that support a reasonable inference that at least half of the directors, who approved the sale, were not...more

Morris James LLP

Court of Chancery Dismisses Derivative Claims Even Though Entire Fairness Arguably Applied

Morris James LLP on

Delaware’s requirements for stockholders to maintain derivative actions reflect the twin principles of director management and control and accountability. Because directors manage the business and affairs of Delaware...more

Orrick, Herrington & Sutcliffe LLP

Expanded Liability of Officers in Russian Companies

In Resolution No. 62 “on Liability of Members of a Company’s Governing Bodies” dated July 30, 2013 (the “Resolution”) the Russian Supreme Arbitrazh Court provided new interpretations of the Russian statutory rule that the...more

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