LexisNexis® Legal Newsroom
LexisNexis Corporate and Commercial Insights: Francis Pileggi Discusses the Berkshire Hathaway Shareholder Derivative Action and the Taiwan’s Increasing Interest in Delaware Corporate Law

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...

LexisNexis Corporate & Commercial Insights: Francis Pileggi Discusses Recent Shareholder Actions and the Supreme Court’s Decision in the Halliburton Case

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...

Massey Energy Shareholders’ Derivative Litigation: Don't Cry for the Shareholders

David Marcus of The Deal discusses an important footnote in Vice Chancellor Strine's opinion in the recent Massey derivative litigation. During oral argument, I pointed out that Strine referred to Massey shareholders as the least sympathetic victims in response to plaintiff's arguments...

Derivative Lawsuits on Radar of Failed Say-on-Pay Vote Companies

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...

Dentist's Emails Satisfied Demand Requirement For Derivative Action

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...

Some Thoughts About "Board Accountability"

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...

A Lump of Coal from the Fourth Circuit for a Wachovia Shareholder

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...

Prior to Derivative Suit, Shareholder Demand Must Clearly Identify Wrong and Demand Action

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 wrong...

Court Refuses to Dismiss Caremark Claims; Touts Benefits of Pre-Complaint Section 220 Books and Records Action in Demand Futility Analysis

In Re 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 subscribers ]. Issue Addressed : Whether a complaint that fails to plead that demand was made on the Board and fails to plead...

In re Trados: What Happens When Common Gets Nothing?

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...

No Fraud Exception for Countrywide Litigation

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...

Target Directors and Officers Hit with Derivative Suits Based on Data Breach

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...

Business Court Dismisses Derivative Action Against Duke Energy

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...

Wyndham Worldwide Board Hit with Cyber Breach-Related Derivative Lawsuit

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...

The NC Business Court Rules on Recovering Attorneys' Fees in a Derivative Action Against an LLC

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"...

Largest Derivative Lawsuit Settlements

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...

Cornerstone Research Releases 2014 M&A Litigation Report

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...