Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness.
Court...more
5/19/2023
/ Breach of Duty ,
Delaware ,
Enforcement ,
Fiduciary Duty ,
Good Faith ,
Investment Funds ,
New Guidance ,
Recapitalization ,
Shareholders ,
Waivers ,
Written Consent
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we:
Examine the first criminal insider trading prosecution based on a 10b5-1 trading plan;...more
5/15/2023
/ Class Action ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivatives ,
Enforcement ,
Fraud ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Settlement ,
Special Purpose Acquisition Companies (SPACs) ,
Trading Plans
Court of Chancery holds that Corwin cleansing does not apply to claims seeking to enjoin entrenching actions subject to enhanced scrutiny review under Unocal.
The Court found that Plaintiffs successfully pled facts...more
In 2022, there were 197 federal securities class actions filed, which is a slight drop from the 211 filings in 2021, and a significant drop from the over 400 filings in 2017, 2018, and 2019, and over 300 in 2020. There were...more
2/9/2023
/ Blockchain ,
Certiorari ,
Class Action ,
Cryptocurrency ,
Derivatives ,
Environmental Social & Governance (ESG) ,
SCOTUS ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Settlement ,
Slack ,
Special Purpose Acquisition Companies (SPACs)
Corporate officers owe the same fiduciary duty of oversight as directors.
Just as with directors, officers fulfill their oversight duty by acting in good faith....more
1/30/2023
/ Breach of Duty ,
Corporate Counsel ,
Corporate Officers ,
DE Supreme Court ,
Delaware ,
Directors ,
Duty of Care ,
Duty of Loyalty ,
Duty of Oversight ,
Fiduciary Duty ,
Good Faith
MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller.
A special committee will likely satisfy the duty of care...more
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more
11/2/2022
/ Bad Faith ,
Breach of Duty ,
Burden of Proof ,
Delaware ,
Derivatives ,
Disclosure Requirements ,
Due Diligence ,
En Banc Review ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Adviser ,
Minority Shareholders ,
Mortgage-Backed Securities ,
Regulation FD ,
Risk Assessment ,
Securities Exchange Act ,
Securities Litigation
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine (1) a California appellate court decision upholding a federal forum selection provision; (2) a newly emerging Circuit split over the...more
The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an...more
5/11/2022
/ Acquisition Agreements ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Corporate Sales Transactions ,
Elon Musk ,
Energy Sector ,
Entire Fairness Standard ,
Fiduciary Duty ,
Merger Agreements ,
Purchase Price ,
SolarCity ,
Tesla
As previously discussed in our report, “Developments in Securities Fraud Class Actions Against U.S. Life Sciences Companies,” 210 federal securities class actions were filed in 2021, a 34% drop from the 319 filings in 2020...more
5/2/2022
/ Acquisition Agreements ,
Class Action ,
D&O Insurance ,
Delaware General Corporation Law ,
Derivative Suit ,
Disclosure Requirements ,
Duty of Care ,
Merger Agreements ,
Misleading Statements ,
Regulatory Agenda ,
Rulemaking Process ,
Securities Fraud ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
The Delaware Court of Chancery addressed for the first time fundamental precepts of Delaware law in the context of a special purpose acquisition company (“SPAC”) on January 3, 2021. In In re MultiPlan Corp. Stockholders...more
1/19/2022
/ Business Judgment Rule ,
Business Plans ,
Capital Raising ,
Entire Fairness Standard ,
Failure To Disclose ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Merger Agreements ,
Right of Redemption ,
Shareholder Litigation ,
Special Purpose Acquisition Companies (SPACs)