On March 25, Delaware Governor Matt Meyer enacted a sweeping reform of the state’s corporate law, signing Senate Bill 21 into effect. The bill, which received bipartisan support in the legislature, aims to attract and retain...more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
5/13/2024
/ Breach of Duty ,
Business Judgment Rule ,
Business Litigation ,
Controlling Stockholders ,
Corporate Sales Transactions ,
DE Supreme Court ,
Entire Fairness Standard ,
Fiduciary Duty ,
Freeze-Out Mergers ,
Merger Challenges ,
Spinoffs ,
Standard of Review
Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a...more
4/22/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Financial Services Industry ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more
On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core...more
6/23/2020
/ FDA Approval ,
Food and Drug Administration (FDA) ,
Inflated Projections ,
Medical Devices ,
Misleading Statements ,
Pharmaceutical Industry ,
PSLRA ,
Publicly-Traded Companies ,
Putative Class Actions ,
Scienter ,
Securities Fraud ,
Securities Litigation ,
Stock Drop Litigation