A frequent component of derivative litigation resolution
is an award to the plaintiffs of the fees and expenses the plaintiffs incurred
in pursuing the suit. A contentious, recurring question is whether D&O
insurance covers fee awards to derivative litigation plaintiffs. This issue
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.
doesn't want us to question...
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 board
violated its duties to investor by approving...
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 Big Branch mine infamy) and Alpha Natural
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 Delaware courts to try to enjoin the transaction...
Ravenswood Investment Company, L.P. v. Winmill,
C.A. No. 3730-VCN (Del. Ch. May 31, 2011).
This case involved a plaintiff who is a significant
stockholder in a holding company managed by the individual defendants, a father
and his two sons. The complaint alleges breaches...
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 on discovery imposed in a related federal securities...
Google recently reached a $500 million settlement with
the Department of Justice over allegations that Google sold ad space that made
it possible for foreign pharmacies to unlawfully advertise and sell
prescription drugs to U.S. residents. Almost immediately after the
settlement was announced a Google...
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 cases first arose, I asked
whether or not these...
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 of Minerva México, a Mexican mining...
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 ended with a disaster
at the Upper Big Branch...
Francis G.X. Pileggi of Eckert Seamans Cherin
& Mellott, LLC, discusses Central Laborers Pension Fund v. News Corp .
No. 682, 2011 (Del. May 29, 2012). The issue on appeal to the Delaware
Supreme Court was whether one can satisfy the proper purpose requirement of Delaware
General Corporation Law...
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. It's right here . You'll also find a copy...
Diamond Foods, Inc . Derivative Litigation , C.A. No. 7657-CS
(Del. Ch. Feb. 28, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ].
Issue Addressed : Whether
a derivative suit filed in Delaware should be dismissed in favor of a similar
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 the company's business and
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 tighten oversight of the company's
Last week's Order in Gusinsky v. Flanders Corp ., 2013 NCBC 46 [ an enhanced version of this opinion is available to lexis.com subscribers ], should be required reading for lawyers thinking of suing the directors of a corporation in North Carolina over a merger transaction. It provides guidance on...
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 area liability exposure for corporate directors...
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 version of this opinion is available to lexis...
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 Directors. The case is styled: In re Cornerstone...