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
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
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
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
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
10/10/2023
/ Arms Length Transactions ,
Breach of Duty ,
Bribery ,
Broadband ,
Broadcasting ,
Bullying ,
Business Litigation ,
Delaware ,
Fair Price ,
FCC ,
Fraud ,
General-Business ,
Indemnification ,
Licenses ,
Minority Shareholders ,
Shareholders ,
Telecommunications
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
10/18/2022
/ Acquisitions ,
Board of Directors ,
Class Action ,
Continuing Legal Education ,
Corporate Officers ,
Counterparty Risk ,
Derivative Suit ,
Fiduciary Duty ,
Mergers ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Short Selling ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company ,
Webinars
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
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
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
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
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