On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
2/7/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
Independent Directors ,
Shareholder Litigation ,
Tesla
On June 1, 2023, the United States Supreme Court issued a unanimous opinion that makes it more difficult for shareholders to bring Section 11 claims against companies that go public via direct listings. The case involved a...more
7/26/2023
/ Bylaws ,
Civil Monetary Penalty ,
Corporate Governance ,
Derivative Suit ,
Direct Listing ,
Forum Selection ,
Gap Inc ,
Insider Trading ,
Market Manipulation ,
Phantom Stock Plans ,
Private Equity Firms ,
SCOTUS ,
Section 11 ,
Section 12 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Slack
On May 16, 2023, the US Court of Appeals for the Second Circuit affirmed the Southern District of New York’s order dismissing an action brought by investors of AstraZeneca PLC (AstraZeneca) attempting to hold the company...more
6/19/2023
/ AstraZeneca ,
Class Action ,
Clinical Trials ,
Dismissals ,
Material Misstatements ,
Pharmaceutical Industry ,
Popular ,
Rule 10b-5 ,
Securities Exchange Act ,
Securities Litigation ,
Shareholder Litigation ,
Vaccinations
On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more
5/26/2023
/ Board of Directors ,
Class Action ,
Conflicts of Interest ,
Corporate Officers ,
Cryptocurrency ,
False Statements ,
Fraud ,
Initial Public Offering (IPO) ,
Misleading Statements ,
Pump and Dump ,
Putative Class Actions ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Standing ,
Statute of Limitations
On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more
4/25/2023
/ Asset Tokens ,
Celebrity Endorsements ,
Class Action ,
Conflicts of Interest ,
Corporate Governance ,
Cryptoassets ,
Delaware General Corporation Law ,
Endorsements ,
Enforcement Actions ,
Exculpatory Clauses ,
Fiduciary Duty ,
Life Sciences ,
Popular ,
Revlon Standard ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Violations ,
Share Classes ,
Share Price ,
Shareholder Votes
On February 22, 2023, U.S. District Judge Victor Marrero of the Southern District of New York denied a motion to dismiss a putative class action brought by purchasers of a non-fungible token (NFT) against Dapper Labs, Inc....more
3/29/2023
/ 10b5-1 Plans ,
Antitrust Litigation ,
Bitcoin ,
Caremark claim ,
Criminal Prosecution ,
Derivative Suit ,
Facebook ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Howey ,
Insider Trading ,
McDonalds ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Putative Class Actions ,
Securities ,
Sexual Harassment
On February 3, 2023, in the matter In re Tesla Inc. Securities Litigation, Case No. 3:18-cv-04865, a California federal jury cleared Tesla, Inc. (Tesla), and CEO Elon Musk of claims that they committed securities fraud,...more
3/27/2023
/ Acquittals ,
Coinbase ,
Cryptoassets ,
Elon Musk ,
Going-Private Transactions ,
Insider Trading ,
Internal Controls ,
Investors ,
Material Nonpublic Information ,
Popular ,
SEC Examination Priorities ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Tesla ,
Twitter ,
Whistleblowers
On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more
3/8/2023
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Congressional Investigations & Hearings ,
Corporate Counsel ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Equal Employment Opportunity Commission (EEOC) ,
Fiduciary Duty ,
Fraudulent Inducement ,
Internal Investigations ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
On February 1, 2023, Judge Paul A. Engelmayer of the Southern District of New York dismissed claims against Coinbase Global Inc. (Coinbase) and its CEO in a case alleging that the crypto exchange sold or solicited...more
In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more
2/6/2023
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Officers ,
Criminal Conspiracy ,
Criminal Convictions ,
Cryptocurrency ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Insider Trading ,
McDonalds ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Sexual Harassment ,
Wire Fraud
On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more
1/31/2023
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
In an opinion entered in the case on January 3, 2023, U.S. District Judge Raag Singhal of the Southern District of Florida dismissed with prejudice a putative securities class action complaint against Citrix Systems, Inc....more
1/18/2023
/ 10b5-1 Plans ,
Business Model ,
Corporate Officers ,
Derivative Suit ,
Dismissals ,
False Statements ,
Opioid ,
Putative Class Actions ,
Regulation S-K ,
Rule 10(b) ,
Scienter ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders ,
Stock Prices
On December 1, 2022, the U.S. Court of Appeals for the Second Circuit vacated and remanded a district court’s decision to certify a class of more than 200,000 retirees alleging that collateralized loans serviced by the...more
12/21/2022
/ Blockchain ,
Celebrity Endorsements ,
Class Action ,
Class Certification ,
Consumer Financial Products ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Enforcement Statistics ,
ERISA Litigation ,
Ethereum ,
Federal Rules of Civil Procedure ,
Popular ,
RICO ,
Securities and Exchange Commission (SEC) ,
TIAA CREF ,
Token Sales ,
Unfair or Deceptive Trade Practices
On October 28, 2022, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery ruled that the declaratory action brought by Buzzfeed Inc. against 91 current and former employees is not bound by arbitration provisions...more
11/17/2022
/ Arbitration ,
Corporate Counsel ,
Employer Liability Issues ,
Employment Contract ,
Employment Litigation ,
Enforcement Actions ,
Fannie Mae ,
FHFA ,
Forum Selection ,
Freddie Mac ,
Hackers ,
Instant Messaging Apps ,
Mergers ,
Mistrial ,
Popular ,
Record Retention ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Shareholder Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Successor Interests ,
Successors ,
WhatsApp
On September 27, 2022, U.S. District Judge Kevin McNulty of the District of New Jersey dismissed a consolidated derivative action allegedly brought on behalf of Cognizant Technology Solutions Corporation against certain...more
11/3/2022
/ Administrative Hearings ,
Caremark claim ,
Class Action ,
Compliance ,
Constitutional Challenges ,
Cooperation ,
Department of Justice (DOJ) ,
Derivative Suit ,
Foreign Corrupt Practices Act (FCPA) ,
Indictments ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders
On September 29, 2022, U.S. District Judge Edgardo Ramos of the Southern District of New York dismissed a putative securities class action against Plug Power Inc. and certain of its officers. Plaintiff brought suit...more
10/20/2022
/ Auditors ,
Class Action ,
Dismissals ,
Elon Musk ,
Financial Restatements ,
Financial Statements ,
PCAOB ,
Putative Class Actions ,
Rule 10(b) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
Twitter
On September 21, 2022, U.S. District Judge George B. Daniels of the Southern District of New York dismissed with prejudice a putative securities class action against BELLUS Health, Inc. and certain of its officers....more
10/10/2022
/ Cannabis Products ,
CFTC ,
Cryptocurrency ,
Data Preservation ,
Dismissal With Prejudice ,
Dismissals ,
Electronic Devices ,
Elon Musk ,
Enforcement Actions ,
Insider Trading ,
Investment Advisers Act of 1940 ,
Pay-To-Play ,
Public Statements ,
Putative Class Actions ,
Recordkeeping Requirements ,
Rule 10b-5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Shareholder Litigation ,
Twitter ,
Unregistered Securities
On September 13, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a settlement with investment advisory firm Buckman Advisory Group LLC (“Buckman Advisory”) and its CEO Harry Buckman Jr. to settle...more
9/22/2022
/ Bonds ,
Cease and Desist ,
Cherry Picking ,
Elon Musk ,
Enforcement Actions ,
Investment Adviser ,
Misrepresentation ,
MSRB ,
Municipal Bonds ,
Rule 10b-5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement ,
Twitter ,
Underwriting ,
Whistleblowers
The state of Delaware recently amended the Delaware Statutory Trust Act to adopt a control share acquisition statute (the “Control Share Statute”) as an anti-takeover defense. Beginning on August 1, 2022, the effective date...more
On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an attempt to force Musk to complete his...more
7/28/2022
/ Acquisitions ,
Attorney-Client Privilege ,
Breach of Contract ,
Class Action ,
Criminal Convictions ,
Cryptoassets ,
Cryptocurrency ,
Discovery Disputes ,
Elon Musk ,
Gaming ,
Insider Trading ,
Merger Agreements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Specific Performance ,
Spoofing ,
Twitter
On June 29, 2022, Grayscale Investments, LLC petitioned the U.S. Court of Appeals for the District of Columbia for review of the U.S. Securities and Exchange Commission’s June 29, 2022 final order disapproving of an October...more
7/14/2022
/ Accredited Investors ,
Bitcoin ,
Breach of Duty ,
Caremark claim ,
CFTC ,
Chicago Mercantile Exchange (CME) ,
Exchange-Traded Products ,
FinCEN ,
Fraud ,
Futures ,
Insider Trading ,
Investors ,
NYSE ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Shareholder Litigation ,
Shareholders ,
Trading Platforms
On June 14, 2022, the U.S. Court of Appeals for the Third Circuit affirmed the dismissal of a securities suit brought by investors in pharmaceutical company, Amarin Corporation, PLC, holding that the investors had failed to...more
7/1/2022
/ Blockchain ,
Board of Directors ,
Class Action ,
Dismissals ,
False Statements ,
Food and Drug Administration (FDA) ,
Government Investigations ,
Misleading Statements ,
Putative Class Actions ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
Subpoenas
On June 3, 2022, the Delaware Court of Chancery dismissed the final two counts in an action against California biotech firm Vaxart, Inc., finding that plaintiffs failed to adequately allege that certain non-public information...more
6/16/2022
/ Amazon ,
Books & Records ,
Class Action ,
Class Certification ,
Dismissals ,
Fraud-on-the-Market ,
Incentive Compensation ,
Leave to Amend ,
Material Nonpublic Information ,
Pharmaceutical Industry ,
Rebuttable Presumptions ,
Securities Fraud ,
Shareholder Rights ,
Shareholders ,
Stock Prices ,
Vaccinations
On March 5, 2021, the U.S. Securities and Exchange Commission filed an enforcement action in the U.S. District Court for the Southern District of New York charging AT&T with repeated violations of Section 13 of the Securities...more
3/22/2021
/ Aiding and Abetting ,
AT&T ,
Disclosure Requirements ,
Enforcement Actions ,
Investors ,
Non-Public Information ,
Publicly-Traded Companies ,
Regulation FD ,
Section 13 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
Recent shareholder suits show a heightened scrutiny of routine proxy disclosures in order to challenge non-employee director compensation. Plaintiffs’ attorneys are focusing on non-employee director compensation and...more