Appeals, Derivative Suit, Corporate Governance

New York Court Reaffirms Internal Affairs Doctrine, Denies Standing in Derivative Suit Against English Corporation

Marshall Dennehey on 7/31/2025

Ezrasons, Inc. v. Rudd, No. 2, --- N.E.3d ---, 2025 WL 1436000 (May 20, 2025) - “Few principles are more firmly entrenched in corporate law than the internal affairs doctrine, a choice-of-law rule providing that, with rare...more

Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign...

Farrell Fritz, P.C. on 7/28/2025

Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York. It states that “an action may be brought in the right of a domestic or foreign corporation . . . by a holder of shares or...more

California Court of Appeal Holds That Derivative Litigation Settlement Procedural Rules Apply Even In Intra-Shareholder Suits in...

Sheppard Mullin Richter & Hampton LLP on 7/7/2025

In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims reached among all shareholders of a close corporation was...more

California Court of Appeal Clarifies that a Derivative Plaintiff Must Demonstrate Both “Contemporaneous” and “Continuous”...

Sheppard Mullin Richter & Hampton LLP on 5/24/2022

In Sirott v. Superior Court, 2022 Cal. App. LEXIS 389 (Cal. App. May 5, 2022), the First Appellate District of the California Court of Appeal (Humes, J.) analyzed the ownership requirements a plaintiff must satisfy to pursue...more

Appeal in Home Depot Data Breach Derivative Action Results in Settlement of Corporate Governance Claims

Mintz - Privacy & Cybersecurity Viewpoints on 5/2/2017

Snatching victory of a sort from the jaws of defeat, shareholders who brought a derivative action alleging that the 2014 Home Depot data breach resulted from officers’ and directors’ breaches of fiduciary duties have reached...more

New York Court Reverses Rejection of M&A Disclosure-Only Settlement Signaling Split from Delaware

Seyfarth Shaw LLP on 3/2/2017

Seyfarth Synopsis: On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While acknowledging the “increasingly negative view” of...more