On this episode of the LexisNexis Corporate &
Commercial Insights, Steve Berstler speaks to Francis G.X. Pileggi,
Member-in-Charge, Eckert Seamans Cherin & Mellott, LLC, Wilmington, DE, about
the shareholder derivative action against Warren Buffett and Berkshire Hathaway
as well as the increasing...
On this episode of the
LexisNexis Corporate & Commercial Insights, Steve Berstler speaks to
Francis G.X. Pileggi, Member-in-Charge, Eckert Seamans Cherin & Mellott,
LLC, Wilmington, DE, about three recent rulings involving shareholder actions.
One ruling addressed claims by a shareholder alleging...
David Marcus of The Deal discusses an important
footnote in Vice Chancellor Strine's opinion in the recent Massey derivative
During oral argument, I pointed out that Strine referred
to Massey shareholders as the least sympathetic victims in
response to plaintiff's arguments...
by Gary Larkin
If you sit on the board of any of the 39 companies that
had a failed Say on Pay vote the past proxy season, I don't need to tell you
that despite the fact the votes were only "advisory" there will be some
shareholder repercussions. In the past year, seven companies...
This week, Judge Jolly permitted a 50% shareholder to
pursue derivative and individual claims against her co-shareholder. He found
that the plaintiff had satisfied the demand requirement of G.S. sec. 55-7-42,
and that she fit an exception to the general rule that a shareholder cannot
pursue an individual...
Yahoo's board members may or may not be "doofuses" as
departed Yahoo CEO Carol Bartz declared after they sacked her, but the one
thing for sure is that the events surrounding her firing, and the more recent
CEO turnover at H-P, sure have folks riled up. Whatever else you want to say...
The Fourth Circuit delivered a lump of coal right before
Christmas to a Wachovia shareholder whose 100,000 shares of the Bank's stock,
once worth about $5.6 million, sank into near worthlessness when Wachovia
failed. The case, decided December 23rd, is Rivers v.
Wachovia Corp. , [ an enhanced...
A shareholder acting on behalf of a corporation may bring
a "derivative suit" against corporate directors and management for fraud ,
mismanagement, self-dealing or dishonesty. Before bringing such a suit, the
shareholder must make a written demand that clearly identifies the alleged
China Agritech, Inc. Shareholder Derivative Litigation , C.A. No.
7163-VCL (Del. Ch. May 21, 2013) [ an enhanced version of this opinion is available to lexis.com
Issue Addressed :
Whether a complaint that fails to plead that demand was made on the Board and
fails to plead...
On August 16, Delaware Chancery Court Vice Chancellor Laster issued his highly anticipated, post-trial decision in In re Trados Incorporated Shareholder Litigation , C.A. No. 1512-VC (August 16, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ], where the directors who...
The Delaware Supreme Court just issued its opinion in response to a certified question posed to it by the Ninth Circuit in the Countrywide shareholder litigation. The question posed to the court:
Whether, under the “fraud exception” to Delaware’s continuous ownership rule, shareholder...
I have frequently noted that among the many exposures a company experiencing a data breach could encounter is the possibility of a shareholder suit alleging that the company’s board breached their fiduciary duties by failing to take sufficient steps to protect the company from a breach and its...
You might remember the derivative action filed against the board of directors of Duke Energy Corporation stemming from its 2012 merger with Progress Energy. It received a lot of publicity . The merger was concluded long ago, but there's finally been a ruling from the Business Court dismissing the...
In what is the latest example of the potential cybersecurity-related liability of corporate boards, a shareholder for Wyndham Worldwide Corporation has initiated a derivative lawsuit against certain directors and officers of the company, as well as against the company itself as nominal defendant, related...
In this week's opinion in Ekren v. K&E Real Estate Investments , 2014 NCBC 56 , Judge Bledsoe outlined how a derivative action plaintiff can recover attorneys' fees [ an enhanced version of this opinion is available to lexis.com subscribers ].
What Constitutes A 'Substantial Benefit"...
My post earlier this week about the $275 million Activision Blizzard shareholder derivative lawsuit settlement – and in particular my suggestion that the Activision settlement may be the largest derivative suit settlement ever – provoked an interesting flurry of emails and conversations about...
According to the latest report from Cornerstone Research, during 2014, over 90 percent of M&A transactions resulting in at least one lawsuit, but each deal attracted a smaller average number of lawsuits and in fewer jurisdictions than in past years. The report, entitled “Shareholder Litigation...