The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal...more
In Ocegueda v. Zuckerberg, No. 20-CV-04444, 2021 WL 1056611 (N.D. Cal. Mar. 19, 2021), the United States District Court for the Northern District of California became the first court to rule on a motion to dismiss claims...more
Rule 23.1 of the Delaware Court of Chancery Rules requires a plaintiff asserting a shareholder derivative action to plead “with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff...more
5/14/2020
/ Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Demand Futility ,
Derivative Suit ,
Fiduciary Duty ,
Local Rules ,
Motion to Dismiss ,
Pleading Standards ,
Pleadings ,
Quid Pro Quo ,
Rules of Civil Procedure ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
In Flood v. Synutra Int’l, Inc., No. 101, 2018, 2018 Del. LEXIS 460 (Del. Oct. 9, 2018), the Delaware Supreme Court (Strine, C.J.) held that a controlling stockholder who pursues a merger with the controlled company will have...more
10/18/2018
/ Aiding and Abetting ,
Breach of Duty ,
Bright-Line Rule ,
Business Judgment Rule ,
Buyouts ,
Class Action ,
Controlling Stockholders ,
DE Supreme Court ,
Due Care ,
Duty of Care ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Motion to Dismiss ,
Shareholder Litigation
In a shareholder derivative action, to survive a motion to dismiss for failure to plead facts showing demand futility, a derivative plaintiff must plead particularized facts showing either actual involvement by a majority of...more
7/17/2017
/ Board of Directors ,
Breach of Duty ,
Bribery ,
Demand Futility ,
Derivative Suit ,
Fiduciary Duty ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Official ,
Illegal Conduct ,
Motion to Dismiss ,
Pleading Standards ,
Qualcomm ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Litigation ,
White Collar Crimes
In Retail Wholesale & Department Store Union Local 338 Retirement Fund v. Hewlett-Packard Co., 2017 U.S. App. LEXIS 955 (9th Cir. Jan. 19, 2017), the United States Court of Appeals for the Ninth Circuit addressed for the...more