The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more
10/20/2023
/ Administrative Procedure Act ,
Appeals ,
Board of Directors ,
Corporate Counsel ,
Disclosure Requirements ,
Diversity ,
En Banc Review ,
Nasdaq ,
New Rules ,
Proposed Rules ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
A federal District Court in Washington recently dismissed a shareholder derivative action by a conservative advocacy group challenging Starbucks’ initiatives relating to diversity, equity, and inclusion (“DEI”). The decision...more
A California federal court held that a California statute requiring California-based corporations to have a minimum number of directors from designated under-represented groups violates the federal Constitution’s Equal...more
5/18/2023
/ Board of Directors ,
California ,
Corporate Counsel ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equal Protection ,
Fines ,
Fourteenth Amendment ,
Noncompliance ,
Publicly-Traded Companies ,
SCOTUS ,
Severability Doctrine
The Delaware Court of Chancery yesterday denied a motion to dismiss a class action alleging that the directors and sponsor of a special-purpose acquisition company (a “SPAC”) breached their fiduciary duties by disloyally...more
1/6/2023
/ Breach of Duty ,
Corporate Counsel ,
Delaware ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investment ,
Mergers ,
Motion to Dismiss ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Stocks
The Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery, even though...more
The U.S. Court of Appeals for the Second Circuit held earlier this week that a company’s accurately reported financial statements are not misleading simply because they do not disclose that alleged misconduct might have...more
8/27/2021
/ American Depository Receipts (ADRs) ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Danske Bank ,
Disclosure Requirements ,
Failure To Disclose ,
Financial Statements ,
Money Laundering ,
Publicly-Traded Companies ,
Securities Litigation ,
Securities Transactions ,
Securities Violations
The Delaware Supreme Court yesterday rejected a presumption of confidentiality for documents produced pursuant to books-and-records inspection requests under § 220 of the Delaware General Corporation Law. The decision in...more
8/12/2019
/ Books & Records ,
Confidentiality Agreements ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Document Productions ,
Inspection Rights ,
Material Nonpublic Information ,
Section 220 Request ,
Shareholder Litigation
The Supreme Court ruled today that, when a foreign government presents a formal submission to a federal court about the content of the government’s own laws, the court should accord “respectful consideration” to the...more
6/14/2018
/ Amicus Briefs ,
Animal Science Products Inc v Hebei Welcome Pharmaceutical Co Ltd ,
Antitrust Litigation ,
China ,
Class Certification ,
Comity ,
Corporate Counsel ,
Foreign Governments ,
Price-Fixing ,
Res Judicata ,
Reversal ,
SCOTUS
The Chancellor of Delaware’s Court of Chancery yesterday urged the Delaware Supreme Court to revise Delaware law on preclusion in shareholder derivative actions. The court’s July 25, 2017 decision in In re Wal-Mart Stores,...more
The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more
1/20/2017
/ Board of Directors ,
Books & Records ,
Corporate Counsel ,
Corporate Officers ,
DE Supreme Court ,
Derivative Suit ,
Directors ,
Due Process ,
Forum Selection ,
Shareholder Litigation ,
Shareholders ,
Wal-Mart
The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more
9/28/2016
/ Appeals ,
Class Action ,
Class Certification ,
Class Members ,
Corporate Counsel ,
Expert Witness ,
Foreign Corporations ,
FRCP 23(b)(3) ,
Loss Causation ,
Mergers ,
Popular ,
Putative Class Actions ,
Securities ,
Securities Litigation ,
Shareholders ,
Stocks ,
Superiority Claims
The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more
Cornerstone Research recently released its 2016 midyear assessment of federal securities class-actions filings. The report finds an increase in filings in the first half of 2016, with particular increases in M&A filings,...more
The U.S. Court of Appeals for the Second Circuit has allowed the defendants in the Petrobras securities litigation to pursue an immediate appeal from the District Court’s order certifying classes of investors who had...more
6/21/2016
/ Amicus Briefs ,
Ascertainable Class ,
Class Certification ,
Corporate Counsel ,
Extraterritoriality Rules ,
FRCP 23(f) ,
Morrison v National Australia Bank ,
Petrobras ,
Putative Class Actions ,
Securities Litigation ,
SIFMA
Cornerstone Research’s latest annual report discloses that the number and average size of securities class-action settlements increased in 2015 as compared to 2014. Total settlement dollars rose to more than $3 billion –...more
Ageas (the former Fortis) and several organizations representing Fortis shareholders announced yesterday a EUR 1.204 billion settlement of shareholder claims under the Dutch Act on Collective Settlement of Mass Claims (the...more
3/15/2016
/ Class Action ,
Corporate Counsel ,
EU ,
International Litigation ,
Jurisdiction ,
Morrison v National Australia Bank ,
Netherlands ,
Opt-Outs ,
SCOTUS ,
Settlement ,
Shareholder Litigation
The United States District Court for the Southern District of New York yesterday certified two classes of investors who had purchased Petrobras securities on U.S. exchanges or in other U.S. transactions. The February 2, 2016...more
The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more
1/25/2016
/ Attorney's Fees ,
Class Action ,
Corporate Counsel ,
Disclosure-Based Settlements ,
Mergers ,
Preliminary Injunctions ,
Shareholder Litigation ,
Stock Deals ,
Supplemental Disclosures ,
Trulia ,
Zillow
Last week, the Ninth Circuit issued a decision that could affect analyses of corporate scienter in securities class actions. The court reversed the dismissal of In re ChinaCast Education Corporation Securities Litigation and...more
10/28/2015
/ Apparent Authority ,
Board of Directors ,
CEOs ,
Class Action ,
Corporate Counsel ,
Corporate Officers ,
Exceptions ,
Fraud-on-the-Market ,
Professional Misconduct ,
Scienter ,
Securities Fraud ,
Shareholder Litigation
Much ink has been spilled since the Supreme Court’s 2010 decision in Morrison v. National Australia Bank about the federal securities laws’ applicability to foreign transactions in foreign securities. But what happens when...more
9/29/2015
/ Application of Foreign Laws ,
BP ,
Canada ,
Class Action ,
Corporate Counsel ,
Cross-Border Transactions ,
Foreign Nationals ,
Forum Non Conveniens ,
Morrison v National Australia Bank ,
NYSE ,
SCOTUS ,
Securities Litigation
The Securities and Exchange Commission again rejected constitutional challenges to the use of administrative enforcement proceedings presided over by Administrative Law Judges (“ALJs”). The Commission’s September 17, 2015...more
9/24/2015
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appointments Clause ,
Article II ,
Corporate Counsel ,
Enforcement Actions ,
Equal Protection ,
Jurisdiction ,
PCAOB ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC)
Tuesday, the Delaware Senate passed legislation prohibiting publicly-traded corporations from adopting bylaws that force shareholders to pay legal fees if they bring internal corporate claims against the company in court and...more
The Court of Appeals for the Second Circuit ruled today that the Dodd-Frank Act's prohibition on retaliation against whistleblowers does not apply extraterritorially. In affirming the dismissal of the case on...more