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Shareholder Litigation Internal Affairs Doctrine

Allen Matkins

California's Narrow Codification Of The Internal Affairs Doctrine

Allen Matkins on

It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine.  See, e.g.,  Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851...more

Allen Matkins

Delaware's Immodest Embrace Of The Internal Affairs Doctrine

Allen Matkins on

As a voice crying in the wilderness, I have for many years proclaimed that the internal affairs doctrine is not as all-encompassing as Delaware and its devotees would like to believe.  The limitations on the internal affairs...more

Allen Matkins

Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?"

Allen Matkins on

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "stockholder inspection rights are a core matter of internal corporate affairs."  2020 Del....more

Allen Matkins

Court Rules Internal Affairs Doctrine Bars California Insider Trading Claim

Allen Matkins on

California, unlike the federal government, has codified its prohibition on insider trading. Corporations Code Section 25402 provides...more

Dechert LLP

U.S. Court Not Bound by Korean Law Conferring Exclusive Jurisdiction in Shareholder’s Derivative Actions

Dechert LLP on

Shareholder of a Korean corporation (“Cuzco Korea”), the sole member of a chapter 11 limited liability company debtor (“Cuzco USA” or the “Debtor”), brought an adversary proceeding against the Debtor and others, asserting...more

Kramer Levin Naftalis & Frankel LLP

Delaware Court Strikes Down Federal Forum Selection Provisions in Certificates of Incorporation - Allows Plaintiffs to Bring...

In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery invalidated provisions in the certificates of incorporation of three Delaware corporations — Blue Apron Holdings...more

Kramer Levin Naftalis & Frankel LLP

Court of Appeals Ruling Eases the Way for Shareholders to Bring Derivative Suits Against Cayman Islands Companies in the New York...

On Nov. 20, 2017, the New York Court of Appeals held that in a derivative action brought in a New York court against a company incorporated in the Cayman Islands, the plaintiff need not comply with Rule 12A of the Cayman...more

Allen Matkins

Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

Allen Matkins on

As I have mentioned on numerous occasions, California has its own insider trading statute – California Corporations Code Section 25402. The statute is included in the California Corporate Securities Law of 1968. In general,...more

Proskauer - The Capital Commitment

Veil Piercing/Alter Ego Determinations – How Fund Managers Can Protect Themselves

A veil piercing claim can be a worst-case scenario for a private fund manager dealing with a struggling portfolio company investment – the company fails, and ensuing legal claims are brought not only against the portfolio...more

Snell & Wilmer

Impact of Delaware Fee-Shifting Provisions on Derivative Actions in California

Snell & Wilmer on

A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more

Morris James LLP

Delaware Supreme Court to Chancery: You Have Broad Powers

Morris James LLP on

Books-and-records litigation does not typically grab headlines. In fact, few cases litigated under Section 220 of the Delaware General Corporation Law result in written opinions authored by the Delaware Supreme Court. ...more

Allen Matkins

A Shot In A Mug Of Beer May Not Be The Answer To This Exclusive Forum Bylaw Case

Allen Matkins on

In March, Safeway and Albertsons announced that they had entered into a definitive merger agreement. As night follows day, litigation ensued. At least 12 class action complaints were filed by alleged stockholders of...more

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