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Delaware Court Of Chancery Grants Books And Records Demand, Holding That Corwin Is Irrelevant To Section 220 Proceedings

by Shearman & Sterling LLP on

On December 29, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted a stockholder’s demand to inspect books and records related to the acquisition of West Corporation (“West”) by Apollo...more

Court Rejects SEC Request For “Obey The Law” Injunction

by Dorsey & Whitney LLP on

The statute of limitations and the decision in Kokesh v SEC, 137 S.Ct. 1635 (2017) clearly present challenges for the SEC. In that case the Court rejected the SEC’s claim that its disgorgement remedy is equitable and not...more

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

Court declares an obey-the-law injunction to be a penalty subject to 5-year statute of limitations

On December 13, 2017, a New Jersey federal judge dismissed the US Securities and Exchange Commission’s (SEC) civil action against the owner of a broker-dealer for his alleged involvement in a $17 million pump-and-dump penny...more

Delaware Court Of Chancery Applies MFW Protections To Stock Reclassification That Allegedly Preserved Controlling Stockholder's...

by Shearman & Sterling LLP on

On December 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a putative stockholder suit asserting breach of fiduciary duty claims against NRG Energy, Inc. (“NRG”), the controlling...more

Sixth Circuit Reverses Dismissal Of Putative Class Action, Finding Third-Party Complaints May Be Sufficiently "True" To Constitute...

by Shearman & Sterling LLP on

On December 13, 2017, the United States Court of Appeals for the Sixth Circuit reversed the dismissal of a consolidated putative class action against Community Health Systems, Inc. (“Community”), its CEO, and CFO. Norfolk...more

Reversing A Dismissal, Delaware Supreme Court Declines To Apply Ratification Defense For Discretionary Compensation Awards Under...

by Shearman & Sterling LLP on

On December 13, 2017, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of fiduciary duty breach claims brought derivatively by stockholders of Investors Bancorp, Inc. against its directors in connection...more

Securities Fraud Action Based Upon DeVry University's Representations About Graduate Employment Rates Was Dismissed Because...

by Shearman & Sterling LLP on

On December 6, 2017, the United States District Court for the Northern District of Illinois dismissed a securities fraud lawsuit brought against DeVry Education Group, Inc. and several of its executives (“DeVry”), with leave...more

Ninth Circuit Upholds Dismissal With Prejudice Of Class Action Lawsuit Due To Failure To Sufficiently Allege Loss Causation And...

by Shearman & Sterling LLP on

On November 21, 2017, the United States Court of Appeals for the Ninth Circuit affirmed a dismissal by Judge Jon S. Tigar of the United States District Court for the Northern District of California of a putative class action...more

The Future of FCPA Enforcement After Kokesh

Increased international cooperation, more aggressive investigations and greater focus on individual accountability. In light of the U.S. Supreme Court’s decision in Kokesh v. SEC, the SEC is expected to prioritize quicker,...more

Delaware Court Of Chancery Dismisses Derivative Action, Finding Demand Unexcused Because Plaintiff Did Not Plead Non-Exculpated...

by Shearman & Sterling LLP on

On November 7, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery granted a motion to dismiss a derivative and putative class action brought by a minority stockholder of Erin Energy Corporation...more

The Impact of Kokesh On FINRA Remedies

by Dorsey & Whitney LLP on

Kokesh v. SEC, 137 S.Ct. 1635 (June 5, 2017) held that the statute of limitations in Section 2462 of Title 28 applies to requests for disgorgement by the Commission. Those payments constitute a penalty within the meaning of...more

Delaware Court Of Chancery Finds Demand Futility As To Fiduciary Duty Breach Claims Arising From Costly Loan Approved By...

by Shearman & Sterling LLP on

On September 29, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted in part and denied in part a motion to dismiss derivative claims for breach of fiduciary duty against the board of foreign...more

D.C. Circuit Applies Janus To Set Aside SEC Sanctions Against Investment Banker

by Shearman & Sterling LLP on

On September 29, 2017, a three-judge panel of the United States Court of Appeals for the D.C. Circuit (“D.C. Circuit”) overturned the Securities and Exchange Commission’s (“SEC”) determination that investment banker Frank...more

Southern District Of New York Dismisses Securities Fraud Class Action With Prejudice, Finding Plaintiffs Failed To Plead That...

by Shearman & Sterling LLP on

On September 22, 2017, United States District Judge Alison J. Nathan of the United States District Court for the Southern District of New York dismissed with prejudice an amended consolidated putative class action complaint...more

Treasury Wine Decision Confirms Shift in Class Action Closure Process

Recently, in Melbourne City Investments Pty Ltd v. Treasury Wine Estates Limited (“Treasury Wine”), the Full Court of the Federal Court of Australia considered a primary judge’s class closure order which broke new ground in...more

New Jersey Federal Court Extends Coverage of Merged Bank's D&O Liability Insurance Policy To Surviving Bank

by Shearman & Sterling LLP on

On September 18, 2017, Judge John Michael Vazquez of the U.S. District Court of New Jersey granted summary judgment in favor of plaintiffs BCB Bancorp, Inc. (“BCB”) and the former directors and officers of Pamrapo Bancorp,...more

Why Kokesh Really Matters

by WilmerHale on

For U.S. Securities and Exchange Commission enforcement practitioners, perhaps the blockbuster decision of the last U.S. Supreme Court term was Kokesh v. SEC — but not for the reason that you might suspect. In Kokesh, the...more

California District Court Dismisses Securities Fraud Class Action, Finding News Reports Insufficient To Support A Claim Absent...

by Shearman & Sterling LLP on

On September 6, 2017, Judge Fernando M. Olguin of the Central District of California granted in part and denied in part a motion by defendants to dismiss a putative securities fraud class action against Goldcorp, Inc., a gold...more

Southern District Of New York Dismisses Exchange Act Claims Based On Exposure To Puerto Rican Bonds For Failure To Sufficiently...

by Shearman & Sterling LLP on

On September 5, 2017, Judge Richard M. Berman of the United States District Court for the Southern District of New York dismissed a putative class action against Ambac Financial Group, Inc. (“Ambac”), asserting claims under...more

Southern District Of New York Dismisses Securities Fraud Suit Against La Quinta Holdings, Inc., Finding No Adequately Alleged...

by Shearman & Sterling LLP on

On August 24, 2017, Judge Alison J. Nathan of the United States District Court for the Southern District of New York dismissed with prejudice a putative securities class action against hotel chain La Quinta Holdings, Inc....more

Delaware Court Of Chancery Dismisses Post-Closing Stockholder Suit Asserting Fiduciary Duty Breach Claims And Also Seeking...

by Shearman & Sterling LLP on

On August 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed a putative stockholder class action against the directors of Kreisler Manufacturing Corporation (“Kreisler”), rejecting...more

First Circuit Affirms Dismissal Of Putative Securities Fraud Class Action, Finding Defendants' Statements Concerning The Potential...

by Shearman & Sterling LLP on

On August 22, 2017, the United States Court of Appeals for the First Circuit affirmed an order from the District of Massachusetts, dismissing a putative securities class action that asserted claims under Sections 10(b) and...more

Third Circuit Affirms Dismissal Of Putative Securities Class Action, Finds No Duty To Disclose An Event Named In A Risk Disclosure...

by Shearman & Sterling LLP on

On August 23, 2017, the United States Circuit Court of Appeals for the Third Circuit affirmed a district court decision dismissing a putative class action against Globus Medical, Inc. (“Globus” or the “Company”), a medical...more

Delaware Chancery Court Dismisses Post-Closing Fiduciary Duty Claims, Finding The Complaint Failed To Plead Bad Faith

by Shearman & Sterling LLP on

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation (“MW”) in connection...more

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