On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed...more
6/20/2025
/ Acquisitions ,
Aiding and Abetting ,
Appeals ,
Business Litigation ,
Commercial Litigation ,
Corporate Counsel ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Mergers ,
Shareholder Litigation
Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote -
In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024)
What to...more
10/2/2024
/ Acquisitions ,
Aerospace ,
Bylaws ,
Cannabis Products ,
Class Certification ,
Commercial Litigation ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure ,
FCC ,
Fraud ,
Healthcare ,
Insider Trading ,
Life Sciences ,
Marijuana ,
Mergers ,
Pharmaceutical Industry ,
PSLRA ,
Safe Harbors ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Startups ,
Technology Sector
On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more
On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more
Class Certification -
Central District of California Denies Class Certification in Securities Fraud Action Concerning Company’s Purchase of ADRs -
Stoyas v. Toshiba Corp., No. 2:15-cv-04194 (C.D. Cal. Jan. 7, 2022) -...more
3/2/2022
/ Class Action ,
Class Certification ,
Delaware General Corporation Law ,
Derivative Suit ,
Enforcement Actions ,
Forum Selection ,
Loss Causation ,
Pleading Standards ,
Scienter ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs) ,
Standing
This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021.
Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more
12/3/2021
/ Appraisal Rights ,
Arkansas Teacher Retirement System v Goldman Sachs Group ,
Board of Directors ,
Caremark claim ,
Cryptocurrency ,
DE Supreme Court ,
Delaware General Corporation Law ,
Demand Futility ,
Derivative Suit ,
Federal Rule 12(b)(6) ,
FRCP 23(b) ,
FRCP 9(b) ,
Initial Coin Offering (ICOs) ,
PSLRA ,
RICO ,
Rule 10b-5 ,
Securities Exchange Act ,
Shareholder Litigation ,
Sherman Act ,
Statute of Limitations ,
Statute of Repose
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021.
Derivative Litigation -
Second Circuit Reverses Summary Judgment...more
3/8/2021
/ Acquisitions ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Delaware General Corporation Law ,
Derivative Suit ,
Fiduciary Duty ,
Loss Causation ,
Mergers ,
Pleading Standards ,
Ponzi Scheme ,
Proxy Statements ,
PSLRA ,
Shareholder Litigation
It has become almost axiomatic that when a public company merger is announced, stockholder litigation quickly follows. In recent years, some studies have indicated that more than 90 percent of transactions valued at more than...more