Recent Posts

Business Court Dismisses Derivative Action Against Duke Energy
Posted on 2 May 2014 by Mack Sperling

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... Read More

The NC Business Court Rules on Recovering Attorneys' Fees in a Derivative Action Against an LLC
Posted on 14 Nov 2014 by Mack Sperling

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 subscribers... Read More

A Lump of Coal from the Fourth Circuit for a Wachovia Shareholder
Posted on 3 Jan 2012 by Mack Sperling

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... Read More

Massey Energy Shareholders’ Derivative Litigation: Don't Cry for the Shareholders
Posted on 15 Jun 2011 by Brian JM Quinn

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... Read More

Wyndham Worldwide Board Hit with Cyber Breach-Related Derivative Lawsuit
Posted on 7 May 2014 by Kevin M. LaCroix

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... Read More

Prior to Derivative Suit, Shareholder Demand Must Clearly Identify Wrong and Demand Action
Posted on 20 May 2013 by Lee Berlik

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... Read More

Cornerstone Research Releases 2014 M&A Litigation Report
Posted on 27 Feb 2015 by Kevin M. LaCroix

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... Read More

In re Trados: What Happens When Common Gets Nothing?
Posted on 19 Aug 2013 by Trent Dykes

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... Read More

Some Thoughts About "Board Accountability"
Posted on 26 Sep 2011 by Kevin M. LaCroix

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... Read More

Data Breach-Related Derivative Lawsuit Filed against Home Depot Directors and Officers
Posted on 10 Sep 2015 by Kevin M. LaCroix

In early 2014, when plaintiffs initiated data breach-related derivative lawsuits against the boards of Target Corp. ( here ) and Wyndham Worldwide ( here ), there was some speculation that these cases might be the first of what could become a wave of... Read More

Derivative Lawsuits on Radar of Failed Say-on-Pay Vote Companies
Posted on 20 Jul 2011 by The Conference Board

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... Read More

Largest Derivative Lawsuit Settlements
Posted on 5 Dec 2014 by Kevin M. LaCroix

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... Read More

Target Directors and Officers Hit with Derivative Suits Based on Data Breach
Posted on 3 Feb 2014 by Kevin M. LaCroix

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... Read More

Court Refuses to Dismiss Caremark Claims; Touts Benefits of Pre-Complaint Section 220 Books and Records Action in Demand Futility Analysis
Posted on 30 May 2013 by Kevin F. Brady

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 subscribers ]. Issue Addressed : Whether a complaint that fails to plead that... Read More

No Fraud Exception for Countrywide Litigation
Posted on 11 Sep 2013 by Brian JM Quinn

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... Read More