Seyfarth Synopsis: The Delaware Chancery Court’s October 1 In re Clovis decision marks the second time in 2019 that a Delaware court has permitted a Caremark duty-to-monitor derivative claim against directors—considered...more
11/1/2019
/ Caremark claim ,
Clinical Trials ,
Compliance Management Systems ,
Corporate Counsel ,
Derivative Suit ,
Directors ,
Duty to Monitor ,
Failure to Monitor ,
Motion to Dismiss ,
Pharmaceutical Industry ,
Prescription Drugs ,
Shareholder Litigation
Seyfarth Synopsis: On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While acknowledging the “increasingly negative view” of...more
3/2/2017
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Class Action ,
Corporate Governance ,
Derivative Suit ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Mergers ,
Reversal ,
Shareholder Rights ,
Venue ,
Verizon
Seyfarth Synopsis: A Delaware Chancery Court judge last week dismissed a derivative complaint seeking to recover a $10 million severance payment made to a corporation’s former CEO because he found that plaintiff shareholder...more
Seyfarth Synopsis: The Delaware Supreme Court recently reversed the dismissal of a derivative complaint for failure to plead demand excusal because it found that certain directors of Zynga Inc. were not independent due to...more
12/29/2016
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Independent Directors ,
Nasdaq ,
Pleading Standards ,
Reversal ,
Shareholder Litigation
Seyfarth Synopsis: On November 30, 2016, The Delaware Court of Chancery dismissed two derivative suits filed on behalf of the Bank of New York Mellon (“BNYM”). The companion memorandum and letter opinions reaffirm the heavy...more
12/8/2016
/ Bad Faith ,
Bank of New York (BNY) Mellon ,
Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Corporate Counsel ,
Corporate Executives ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Foreign Exchanges ,
Pleading Standards ,
Shareholder Litigation ,
Special Committees