Shareholders, Motion to Dismiss, Appeals

Fourth Circuit Rejects the Use of Short-Seller Report as a Basis for Satisfying Loss Causation Element in Securities Fraud Action

Sheppard Mullin Richter & Hampton LLP on 4/17/2025

The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal...more

On Remand From SCOTUS, Ninth Circuit Rejects Investor’s Efforts to Save Section 11 Direct Listing Claim, Holds Section 12(a)(2)...

Cooley LLP on 3/5/2025

On February 10, 2025, the US Court of Appeals for the Ninth Circuit issued the latest decision in Pirani v. Slack Technologies, a long-running case examining the tracing requirements under Sections 11 and 12 of the Securities...more

Delaware Supreme Court Holds Business Judgment Rule Applies To Controlled Corporation’s Change Of Corporate Domicile From Delaware...

A&O Shearman on 2/11/2025

On February 4, 2025, the Delaware Supreme Court, on interlocutory appeal, reversed the decision of the Delaware Court of Chancery to deny defendants’ motion to dismiss breach of fiduciary duty claims against directors and a...more

In re Pace Industries, LLC: Minority Shareholder With Bankruptcy Consent Rights Considered Controlling Minority Shareholder With...

Vinson & Elkins LLP on 5/19/2020

A recent bench ruling in In re Pace Industries, LLC1 by Judge Walrath for the Bankruptcy Court for the District of Delaware (the “Court”) has validated a chapter 11 bankruptcy filing by certain debtors in the jointly...more

No, You’re a Customer: Recent Second Circuit Decision Circumscribes Merit and Preempts State Law Impairment of Safe Harbor...

Cadwalader, Wickersham & Taft LLP on 1/8/2020

On December 19, 2019, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed a ruling of the United States District Court for the Southern District of New York (the “District Court”)...more

Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour

Farrell Fritz, P.C. on 7/16/2018

When three gentlemen in their mid-eighties, one of whom is in a nursing home with failing health and onset dementia, are the key players in a disputed shareholder buy-out transaction, what are the odds they’ll all be around...more