News & Analysis as of

Derivative Suit Federal Rule 12(b)(6)

Proskauer - Corporate Defense and Disputes

Cisco Diversity Suit Dismissed

Another shareholder derivative suit claiming diversity shortcomings within the company was dismissed last week: A judge in the Northern District of California dismissed allegations that Cisco Systems Inc. falsely and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2021

This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021. Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more

Morris James LLP

Chancery Addresses the Direct and Derivative Claim Distinction and Demand Futility in the LLC Context

Morris James LLP on

Stone & Paper Investors LLC v. Blanch, C.A. No. 2018-0394-TMR (Del. Ch. May 31, 2019). Plaintiff sued Defendants, who were supposed to manage the parties’ limited liability company, directly and derivatively for breaching...more

Fox Rothschild LLP

Supreme Court Gets Down To Business—Business Court Cases, That Is

Fox Rothschild LLP on

With the reworking of N.C.G.S. § 7A-27 to provide a direct appeal to the Supreme Court of North Carolina from certain orders of the North Carolina Business Court, it was expected that our State’s highest court would start...more

Morris James LLP

Court of Chancery Dismisses Derivative Action for Failure to Plead Demand Futility

Morris James LLP on

A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty...more

Morris James LLP

Court of Chancery Explains When Corporate Overpayment Claims Require Demand Futility

Morris James LLP on

The issuance of additional stock in exchange for less than fair value typically is a harm falling on the company, and hence gives rise to a derivative claim. But, such a claim might be dual natured – partially direct and...more

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