News & Analysis as of

Shareholder Litigation Good Faith

BCLP

High Court dismisses green strategy derivative claim against Shell’s directors

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In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more

Goodwin

“Good Faith” in Shareholders’ Agreements: What Does it Mean?

Goodwin on

Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

A&O Shearman on

The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

Benesch

Shareholders Seek to Hold Current and Former SolarWinds Officials Liable for Massive 2020 Security Breach

Benesch on

Investors filed a derivative suit claiming that the company knew about, and failed to mitigate known, existing cybersecurity risks and shortfalls prior to the security breach. In early November, pension funds and...more

Jones Day

New York Bankruptcy Court Rules that Good Faith Is Not the Gatekeeper to Chapter 15

Jones Day on

Despite the absence of any explicit directive in the Bankruptcy Code, it is well understood that a debtor must file a chapter 11 petition in good faith. The bankruptcy court can dismiss a bad faith filing "for cause,"...more

Winstead PC

Litigating Minority Shareholder Rights - Presentation

Winstead PC on

David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

WilmerHale

Sounding the Bell for Proactive Risk Oversight

WilmerHale on

The Delaware Supreme Court recently sounded a warning bell for directors, reminding that as part of their duty of loyalty, they “must make a good faith effort to implement an oversight system and then monitor it.” The case...more

A&O Shearman

Reversing A Dismissal, The Delaware Supreme Court Finds The Absence Of Board-Level Monitoring Of "Central Compliance Risks"...

A&O Shearman on

On June 18, 2019, in a decision authored by Chief Justice Leo E. Strine Jr., the Delaware Supreme Court en banc reversed the dismissal of a stockholder derivative suit against the directors and officers of Blue Bell...more

Skadden, Arps, Slate, Meagher & Flom LLP

Director Independence and Oversight Obligation in Marchand v. Barnhill

On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court, in an opinion written by Chief Justice Leo E. Strine, Jr. on behalf of a unanimous court, issued a decision reversing the Court of Chancery’s dismissal of...more

Goulston & Storrs PC

What's Market? Update: Litigation

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In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VCG (Del. Ch. 2015), the Delaware Court of Chancery held in connection with an appraisal proceeding brought by a dissenting shareholder that the best indication of the...more

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