JONES DAY TALKS®: Derivatives Market Volatility Brings New Concerns and More Regulatory Scrutiny
JONES DAY TALKS®: Carbon Markets are Booming, and Regulators are Watching
JONES DAY TALKS®: Energy Derivatives and Regulatory Enforcement by the CFTC and FERC
JONES DAY TALKS®: CFTC and DOJ Target Derivatives Trading Across Industries
WORD OF THE DAY® for Hedge Funds – Derivative
Cross-Border Regulation of Swaps Update from ISDA's Robert Pickel (Part 1)
A Look at Forensic Accounting and Financial Fraud
Regulation 2013: Dodd-Frank Position Limits, CFTC Reuthorization, Regulatory Harmonization
On February 7, 2024, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion for a “mootness” fee of plaintiffs in a derivative action brought against the founder of a technology company (the...more
On December 12, 2023, the Harvard Corporation unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. ...more
Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more
On May 13, 2022, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed certain stockholder derivative claims for breaches of fiduciary duty brought against the founder-CEO and other directors of...more
In January 2018, the media began reporting on two security vulnerabilities affecting Intel Corporation's microprocessors - dubbed "Spectre" and "Meltdown". Following these disclosures, Intel's stock price fell and its...more
Diep v. Sather, C.A. No. 12760-CM (Del. Ch. July 30, 2021) - Under Zapata, when analyzing a motion to dismiss by a special litigation committee, the court evaluates whether the committee was independent, acted in good...more
In this post, UCLA Law School Professor Stephen Bainbridge quibbles my description of Delaware's two-step approach to the special litigation committee defense in derivative suits. In particular, he points out that Delaware...more
Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc. The gist of the complaint was that the "Defendants...more
Last month, Delaware's new Chancellor Kathaleen S. McCormick issued a decision largely dismissing challenges to board action after finding that the plaintiff's emails to the board constituted pre-suit litigation demands, and...more
When allegations of corporate misfeasance surface at public companies, derivative actions are sure to follow. Often, actions will be filed in both state and federal court. This is what happened when "sexual misconduct"...more
For the first time in several years, securities fraud cases declined in 2020, largely due to the pandemic. However, we don’t expect this decrease to continue. Just three months into 2021, there are a number of issues trending...more
With a hot national spotlight on issues of racial diversity, equality, and inclusion, the composition of corporate boards of directors is facing increased scrutiny from the American public, legislators and the plaintiffs’...more
Rule 23.1 of the Nevada Rules of Civil Procedure specifies the pleading and standing requirements for shareholder derivative actions. Among other things, Rule 23.1 requires that a complaint "allege with particularity the...more
On January 1, 2020, the new Florida Business Corporation Act took effect. It includes a provision that settles in the affirmative whether Florida is a “demand futility” state for shareholder derivative litigation. To succeed...more
The U.S. Securities and Exchange Commission on November 25, 2019 unanimously approved for publication a three-part rule proposal related to the use of derivatives and certain other transactions by registered investment...more
The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more
With close to EUR 10 trillion in net assets,1 UCITS are an attractive proposition for managers. The UCITS brand is globally recognised and is firmly established as a product of choice for retail investors and institutions...more
In October 2016, the Delaware Court of Chancery rejected a shareholder derivative lawsuit premised on an alleged lack of oversight by the directors of Capital One Financial Corp., Reiter v. Fairbank, C.A. No. 11693-CB, 2016...more
Normally it is the board in place at the time the derivative suit is filed that is evaluated to determine if demand is excused....more
The Securities and Exchange Commission proposed in December a rule addressing the use of derivatives by registered investment companies. As part of the proposal, boards overseeing funds that invest in more than a limited...more
This decision illustrates the importance of putting your best foot forward in derivative litigation. Here, a different plaintiff had his complaint dismissed for failure to satisfy the demand excused rules. When this plaintiff...more
In Sandys v. Pincus, C.A. No. 9512-CB, (Del. Ch. Feb. 29, 2016), the Delaware Court of Chancery considered the uncommon scenario of analyzing whether a demand made upon Zynga Inc.'s board of directors pursuant to Rule 23.1...more
Comments on the revised consultation draft of the provincial/territorial Capital Markets Act (CMA) and the draft initial regulations (Initial Regulations and, together with the CMA, the Consultation Drafts) for the proposed...more
This is an interesting decision because it applies the demand rules in a derivative case to an odd situation — when some but not all of the board members have changed between when the challenged conduct occurred and when the...more