With the whirlwind of recent events threatening Delaware’s standing as the preeminent jurisdiction for incorporation in America, press coverage understandably has centered around certain high-profile billionaires and the...more
On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more
5/26/2023
/ Board of Directors ,
Class Action ,
Conflicts of Interest ,
Corporate Officers ,
Cryptocurrency ,
False Statements ,
Fraud ,
Initial Public Offering (IPO) ,
Misleading Statements ,
Pump and Dump ,
Putative Class Actions ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Standing ,
Statute of Limitations
In an opinion entered in the case on January 3, 2023, U.S. District Judge Raag Singhal of the Southern District of Florida dismissed with prejudice a putative securities class action complaint against Citrix Systems, Inc....more
1/18/2023
/ 10b5-1 Plans ,
Business Model ,
Corporate Officers ,
Derivative Suit ,
Dismissals ,
False Statements ,
Opioid ,
Putative Class Actions ,
Regulation S-K ,
Rule 10(b) ,
Scienter ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders ,
Stock Prices
On October 28, 2022, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery ruled that the declaratory action brought by Buzzfeed Inc. against 91 current and former employees is not bound by arbitration provisions...more
11/17/2022
/ Arbitration ,
Corporate Counsel ,
Employer Liability Issues ,
Employment Contract ,
Employment Litigation ,
Enforcement Actions ,
Fannie Mae ,
FHFA ,
Forum Selection ,
Freddie Mac ,
Hackers ,
Instant Messaging Apps ,
Mergers ,
Mistrial ,
Popular ,
Record Retention ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Shareholder Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Successor Interests ,
Successors ,
WhatsApp
On September 27, 2022, U.S. District Judge Kevin McNulty of the District of New Jersey dismissed a consolidated derivative action allegedly brought on behalf of Cognizant Technology Solutions Corporation against certain...more
11/3/2022
/ Administrative Hearings ,
Caremark claim ,
Class Action ,
Compliance ,
Constitutional Challenges ,
Cooperation ,
Department of Justice (DOJ) ,
Derivative Suit ,
Foreign Corrupt Practices Act (FCPA) ,
Indictments ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders
The state of Delaware recently amended the Delaware Statutory Trust Act to adopt a control share acquisition statute (the “Control Share Statute”) as an anti-takeover defense. Beginning on August 1, 2022, the effective date...more
On June 29, 2022, Grayscale Investments, LLC petitioned the U.S. Court of Appeals for the District of Columbia for review of the U.S. Securities and Exchange Commission’s June 29, 2022 final order disapproving of an October...more
7/14/2022
/ Accredited Investors ,
Bitcoin ,
Breach of Duty ,
Caremark claim ,
CFTC ,
Chicago Mercantile Exchange (CME) ,
Exchange-Traded Products ,
FinCEN ,
Fraud ,
Futures ,
Insider Trading ,
Investors ,
NYSE ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Shareholder Litigation ,
Shareholders ,
Trading Platforms
On June 3, 2022, the Delaware Court of Chancery dismissed the final two counts in an action against California biotech firm Vaxart, Inc., finding that plaintiffs failed to adequately allege that certain non-public information...more
6/16/2022
/ Amazon ,
Books & Records ,
Class Action ,
Class Certification ,
Dismissals ,
Fraud-on-the-Market ,
Incentive Compensation ,
Leave to Amend ,
Material Nonpublic Information ,
Pharmaceutical Industry ,
Rebuttable Presumptions ,
Securities Fraud ,
Shareholder Rights ,
Shareholders ,
Stock Prices ,
Vaccinations
Recent shareholder suits show a heightened scrutiny of routine proxy disclosures in order to challenge non-employee director compensation. Plaintiffs’ attorneys are focusing on non-employee director compensation and...more