Shareholders, Executive Compensation, Derivative Suit

No Calm In Delaware After Calma v. Templeton

Allen Matkins on 7/23/2015

In derivative suits, cases are essentially lost and won at the motion to dismiss stage. Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more

How Public Companies Can Prepare For The Executive Compensation Clawback Regime

Locke Lord LLP on 7/9/2015

Many public companies have not waited for the Securities Exchange Commission (SEC) to mandate executive compensation recovery policies, as required by the Dodd-Frank Act. Shareholder and peer pressure has resulted in the...more

Say-On-Pay Vote Did Not Create Disclosure Obligation

Stinson - Corporate & Securities Law Blog on 3/11/2015

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more

Court Dismisses Shareholders’ Investment Company Act Claims Brought Against Advisers and Directors of Exchange-Traded Funds for...

Goodwin on 9/3/2013

A Tennessee federal court recently dismissed derivative claims brought under Sections 36(a), 36(b) and 47(b) of the Investment Company Act of 1940 (“ICA”) by shareholders in exchange-traded funds, against the funds’...more

Ninth Circuit Vacates Dismissal and Remands Shareholder Derivative "Say-on-Pay" Suits to California State Court

Sheppard Mullin Richter & Hampton LLP on 8/27/2013

In Dennis v. Hart, 2013 U.S. App. LEXIS 15648 (9th Cir. July 31, 2013), the United States Court of Appeals for the Ninth Circuit held that plaintiffs’ “say-on-pay” shareholder derivative suits alleging breach of fiduciary...more

Delaware Federal Court Dismisses Say-on-Pay Complaint

Holland & Knight LLP on 4/3/2013

In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that...more