Corporate

Recent Posts

Delaware Chancery Court Enters $1.263 Billion Shareholders' Derivative Suit Award
Posted on 17 Oct 2011 by Kevin M. LaCroix

In an interesting October 14, 2011 post-trial opinion, Delaware Chancellor Leo Strine entered a $1.263 billion award in the Southern Peru Copper Corporation Shareholder Derivative Litigation. The lawsuit relates to Southern Peru's April 2005 acquisition... Read More

In a Must-Read Opinion, Delaware Court Rejects Bid to Block Massey Merger
Posted on 2 Jun 2011 by Kevin M. LaCroix

According to news reports , on June 1, 2011, Alpha Natural Resources completed its $7.1 billion acquisition of Massey Energy Company. The deal went forward despite last minute efforts by groups of Massey shareholders proceeding in West Virginia and... Read More

Delaware Court of Chancery Orders Trial on Section 220 Claim for Books and Records
Posted on 4 Aug 2011 by Francis G.X. Pileggi

The Delaware Court of Chancery yesterday denied a Motion to Dismiss a shareholder's demand for books and records of a company based on DGCL Section 220. The Court ruled that the issue of whether this action was an attempt to circumvent the stay... Read More

Chancery Allows Claim for Excess Compensation in Sale Transaction
Posted on 6 Jun 2011 by Francis G.X. Pileggi

The Ravenswood Investment Company, L.P. v. Winmill, C.A. No. 3730-VCN (Del. Ch. May 31, 2011). Brief Overview This case involved a plaintiff who is a significant stockholder in a holding company managed by the individual defendants, a father... Read More

BP Deepwater Horizon Derivative Suit Dismissed in Favor of English Forum
Posted on 20 Sep 2011 by Kevin M. LaCroix

A wave of litigation followed in the wake of the April 2010 Deepwater Horizon oil spill. Among this litigation were several shareholder derivative suits filed against certain directors and officers of BP and of its U.S. subsidiary. At the time these... Read More

Creditors’ Rights to Pursue Derivative Claims Against Company Directors Under Delaware Law
Posted on 12 May 2015 by Kevin M. LaCroix

In a detailed May 4, 2015 opinion ( here ), Vice Chancellor Travis Laster of the Delaware Chancery Court extensively reviewed the rights of an insolvent company’s creditors to pursue derivative claims against the company’s directors [ an enhanced... Read More

D&O Insurance to Fund Entire "Largest Ever" $139 Million News Corp. Derivative Suit Settlement
Posted on 24 Apr 2013 by Kevin M. LaCroix

In what the plaintiffs' lawyers claim to be the largest derivative lawsuit settlement ever, the parties to the News Corp. shareholder derivative litigation have agreed to settle the consolidated cases for $139 million. The company also agreed to... Read More

Massey Gets Its Due
Posted on 8 Dec 2011 by Brian JM Quinn

Back in the summer, there was a 'to-do' about the Massey shareholder litigation. You'll remember that shareholders brought a derivative suit against the directors for violations of their fiduciary duties in the running of the company that... Read More

Dismissal Granted in Cyber Breach-Related Derivative Suit Filed Against Wyndham Officials
Posted on 21 Oct 2014 by Kevin M. LaCroix

Along with the separate derivative lawsuit filed against Target Corporation’s board, the cyber breach-related derivative action filed against Wyndham Worldwide Corporation’s board has been closely watched as representative of a potential new... Read More

Independent Directors Have New Ammunition to Obtain Dismissal of Suits
Posted on 4 Aug 2015 by Francis G.X. Pileggi

A recent Delaware Supreme Court decision that provides independent directors with a new basis to be dismissed from lawsuits against them, was highlighted in my latest article published in Directorship , the magazine of the National Association of Corporate... Read More

Massey/Alpha and Derivative Claims
Posted on 2 Jun 2011 by Brian JM Quinn

Care of our friends over at Courtroom View Network , I've been catching up on the arguments before Vice Chancellor Strine in the Massey Shareholder Litigation. Plaintiffs were seeking an injunction to block a merger between Massey Energy (of Upper... Read More

Slippery People: Corporate Governance at Berkshire Hathaway
Posted on 25 Apr 2011 by Francine McKenna

Warren Buffet announced the sudden resignation of his heir apparent, David Sokol, on March 30, 2011. Berkshire Hathaway shareholders, fundamental style value investors, law professors , and the business media have been talking about it ever since.... Read More

Demand ... Refused
Posted on 24 Jan 2013 by Brian JM Quinn

For all you law students out there who are mystified by the procedural niceties of derivative litigation (actually, I should include a pile of politicians and media types in this group as well), AIG has filed a copy of its demand refusal with the SEC... Read More

Final Approval of $2.4B Settlement Granted in Bank of America Securities Suit
Posted on 8 Apr 2013 by Timothy Raub

NEW YORK - (Mealey's) A federal judge in New York on Apr. 5 granted final approval of a $2.4 billion settlement between shareholders and Bank of America Corp. (BoA) to settle claims that it and certain of its executive officers and directors misrepresented... Read More

Yet Another Lawsuit Following "No" Vote on "Say on Pay"
Posted on 1 Jun 2011 by Kevin M. LaCroix

On May 25, 2011, In the latest example of shareholders suing a company's board following a negative "say on pay" vote, two union pension funds filed a shareholders' derivative action claiming that Umpqua Holdings Corporation's... Read More