The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal...more
In Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.), the Delaware Supreme Court held that a corporation’s decision to reincorporate in another state purportedly to reduce exposure to...more
The topic of “junk fees” has been in the headlines, spurred by legislative action across various sectors. From regulations on credit card late fees to the Federal TICKET Act targeting concert event fees, lawmakers are...more
1/6/2025
/ ATMs ,
Banking Sector ,
California ,
Consumer Financial Protection Bureau (CFPB) ,
Credit Cards ,
Fees ,
Financial Services Industry ,
Late Fees ,
Legislative Agendas ,
Popular ,
Proposed Legislation ,
Rulemaking Process ,
State Legislatures
Consent is generally a precondition to an enforceable contract. Some website operators have attempted to enforce arbitration clauses set forth in the terms and conditions listed on their websites just because a consumer...more
In 23-3 Coinbase, Inc. v. Suski (05/23/2024) (supremecourt.gov) (May 23, 2024), the U.S. Supreme Court once again delved into the frequently litigated arena of arbitration agreements. Specifically, the Court considered...more
In Palkon v. Maffei, C.A. No. 2023-0449-JTL, 2024 Del. Ch. LEXIS 48 (Del. Ch. Feb. 20, 2024) (Laster, V.C.) the Delaware Court of Chancery considered whether a controlling stockholder’s approval of transactions...more
In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more
12/28/2023
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Caremark claim ,
Commercial Litigation ,
Corporate Counsel ,
Corporate Officers ,
Dispute Resolution ,
Fiduciary Duty ,
Mergers ,
Oversight Duties
This presentation will review best practices for ensuring agreement to arbitration clauses, drafting arbitration clauses, the plaintiff bar's ongoing efforts to invalidate the clauses and how best to craft a clause that is...more
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
7/18/2023
/ Acquisitions ,
Attorney's Fees ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Corporate Governance ,
Delaware ,
Disclosure ,
Fiduciary Duty ,
Injunctive Relief ,
Mergers ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders
In Lee v. Fisher, No. 21-15923, 2023 U.S. App. LEXIS 13521 (9th Cir. June 1, 2023), the United States Court of Appeals for the Ninth Circuit, sitting en banc, affirmed the dismissal of a shareholder derivative complaint...more
In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more
In Pino v. Cardone Capital, LLC, 2022 U.S. App. LEXIS 35278 (9th Cir. Dec. 21, 2022), the United States Court of Appeals for the Ninth Circuit (Lynn, J.) joined with the Eleventh Circuit in holding that a person may qualify...more
1/4/2023
/ Appeals ,
Crowdfunding ,
Investment ,
Investors ,
Liability ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers ,
Social Media ,
Solicitation
In SEC v. Rio Tinto PLC, No. 21-2042, 2022 U.S. App. LEXIS 19577 (2d Cir. July 15, 2022) (Jacobs, J.), the United States Court of Appeals for the Second Circuit declined to impose “scheme liability” under subsections (a) and...more
In Sirott v. Superior Court, 2022 Cal. App. LEXIS 389 (Cal. App. May 5, 2022), the First Appellate District of the California Court of Appeal (Humes, J.) analyzed the ownership requirements a plaintiff must satisfy to pursue...more
In Crest v. Padilla, No. 19STCV27561, 2022 WL 1565613 (Cal. Super. May 13, 2022), the Superior Court of California for the County of Los Angeles (Duffy-Lewis, J.) issued a decision following a bench trial finding that Senate...more
5/24/2022
/ Board of Directors ,
Business Litigation ,
California ,
Constitutional Challenges ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
Legislative Agendas ,
State Constitutions ,
State Legislatures ,
Woman Board Members
In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more
4/13/2022
/ Appeals ,
Board of Directors ,
California ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Governor Newsom ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
State and Local Government ,
State Constitutions ,
Summary Judgment
In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more
4/7/2022
/ Appeals ,
Appellate Courts ,
Board of Directors ,
California ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Derivative Tort Claims ,
Securities Litigation ,
Standing ,
State and Local Government
The Consumer Financial Protection Bureau (“CFPB”) has continued to ratchet up its regulatory scrutiny over the consumer financial services market. On January 26, 2022, the CFPB published an initiative seeking public input on...more
The Consumer Financial Protection Bureau (“CFPB”) has enhanced its regulatory scrutiny of the fees financial institutions assess on consumer depositors. To better understand the gamut of such fees and financial institutions’...more
In Brookfield Asset Mgmt. v. Rosson, No. 406, 2020, 2021 Del. LEXIS 291 (Del. Sept. 20, 2021), the Delaware Supreme Court held that claims for wrongful equity dilution may be pursued only derivatively on behalf of the...more
In Ocegueda v. Zuckerberg, No. 20-CV-04444, 2021 WL 1056611 (N.D. Cal. Mar. 19, 2021), the United States District Court for the Northern District of California became the first court to rule on a motion to dismiss claims...more
Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220 (“Section 220”), permits a stockholder of a Delaware corporation to inspect corporate books and records upon a showing of a proper purpose. The Delaware...more
In In re WeWork Litigation, 2020 Del. Ch. LEXIS 270 (Del. Ch. Aug. 21, 2020) (Bouchard, C.), the Delaware Court of Chancery considered an issue of first impression: Does the management of a Delaware corporation have the...more
In Juul Labs, Inc. v. Grove, 2020 Del. Ch. LEXIS 264 (Del. Ch. Aug. 13, 2020) (Laster, V.C.), the Delaware Court of Chancery held that the “internal affairs doctrine” bars a stockholder of a Delaware corporation headquartered...more
Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more