Shareholders, Private Right of Action

Supreme Court to Consider Closing a Back Door to Fund Litigation Claims Under the Investment Company Act

Ropes & Gray LLP on 7/3/2025

On June 30, the U.S. Supreme Court agreed to hear a case that will determine whether Section 47(b) of the Investment Company Act of 1940 (ICA) creates a private right of action for shareholders of registered investment...more

Can Shareholders Rescind an Investment Company’s Contracts Based on 1940 Act Violations?

Carlton Fields on 1/30/2025

Section 47(b) of the Investment Company Act of 1940 provides that contracts that violate or “whose performance involves, a violation of” the act are not enforceable by “either party.” ...more

En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Action

Proskauer - Corporate Defense and Disputes on 6/5/2023

The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on 4/10/2023

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

Quarterly Corporate / M&A Decisions Update: Q4 2018

Hogan Lovells on 2/22/2019

This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions. ...more

Gatekeeper Liability of Inside Asset Management Attorneys "Appearing" Before the SEC

Carlton Fields on 9/22/2015

This article addresses the liability of inside attorneys at asset management companies— mutual fund sponsors, investment advisers, broker-dealers, life insurance companies—as gatekeepers under rules of the US Securities and...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

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