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Why Securities Litigators Should Think Broadly Like Trial Lawyers

Stockholder litigation is on the rise both in volume and notoriety. The number of federal securities actions filed jumped in 2023, while the plaintiffs’ bar has been buoyed by high-profile victories in the Delaware Court of...more

Delaware Supreme Court Holds MFW Requires Entirely Independent Committee

Thursday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation1 that every member of a special committee must be independent in order to satisfy the MFW2 framework...more

Delaware Court of Chancery Holds That Common Practice of Boards Approving Draft Merger Agreements “Needs to Check Itself”

A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements. In AP-Fonden v. Activision Blizzard, Inc.,1 Chancellor McCormick declined to...more

Delaware Supreme Court Decision Shows Continued Momentum for Caremark Plaintiffs

A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement...more

The Delaware Chancery Court Finds That an Unfair Process Resulted in a Fair Price

Executive Summary- A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of: • “fair price” immunizing “unfair process” in the “entire fairness” analysis, and...more

[Webinar] Managing Litigation Risks in De-SPAC Transactions - October 26th, 12:00 pm - 1:00 pm CT

As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more

Trending Liability Theories in Delaware SPAC-Related Litigation

In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise, particularly in Delaware. ...more

Recent Developments Highlight SPAC Securities And Shareholder Litigation Risks

As the wave of SPAC IPOs and de-SPAC transactions continues to build, so too has the scrutiny of these transactions from the SEC and the shareholder plaintiff’s bar. On April 8, 2021, the SEC gave its clearest warning yet...more

Thoughts For Boards Navigating In Turbulent Conditions

A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more

First Coronavirus Stock-Drop Securities Class Action Lawsuits Filed: Are You Prepared For A Resurgence Of These Types of Cases?

Enterprising plaintiffs’ attorneys have already begun seeking to take advantage of the stock market declines that have accompanied the COVID-19 outbreak by filing class action lawsuits alleging that these declines were...more

Delaware SupremeCourt: Corporations May Use Bylaws To Require Investors To Sue In Federal Court For Securities Act Claims

In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more

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