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Derivative Suit Delaware

Jones Day

Texas Enacts Business-Friendly Reforms in Bid to Dethrone Delaware’s Corporate Dominance

Jones Day on

The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more

Woodruff Sawyer

Derivative Suit Exposure: More Art Than Science

Woodruff Sawyer on

Derivative suits are a topic of discussion that continues to challenge directors, officers, and insurers alike. The issue is particularly fraught for individual directors and officers because Delaware-incorporated companies...more

Allen Matkins

Can Delaware Exercise Jurisdiction Over Rupert Murdoch?

Allen Matkins on

In an opinion issued just after Christmas, Vice Chancellor J. Travis Laster ruled that a derivative lawsuit may proceed against the directors and officers of Fox Corporation.  The plaintiffs are claiming that the directors...more

A&O Shearman

Delaware Court Of Chancery Holds Stockholder Vote Following Post-Trial Decision Cannot Retroactively Ratify A Transaction That...

A&O Shearman on

As we previously reported, in January 2024, the Court held in a stockholder derivative suit against the CEO and directors of a sustainable energy and electric vehicle company (the “Company”) that a record-setting $55.8...more

Allen Matkins

Can A Derivative Suit Survive Conversion?

Allen Matkins on

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice...more

Cornerstone Research

Parallel Derivative Action Settlements Update

Cornerstone Research on

This page provides an update on the research described in Parallel Derivative Action Settlement Outcomes, incorporating more recent data. The original publication provides additional detail on the sample, methodology, and...more

Troutman Pepper Locke

Ninth Circuit En Banc Panel Doubles Down: Maintains Enforceability of Delaware Exclusive Forum Provision Foreclosing Stockholder's...

Troutman Pepper Locke on

This June, the Ninth Circuit sitting en banc reheard argument in Lee v. Fisher — a case in which a three-judge panel of the court affirmed the enforceability of an exclusive forum provision contained in a Delaware...more

Wilson Sonsini Goodrich & Rosati

Officer Exculpation and the Silicon Valley 150

Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of...more

Allen Matkins

A Recent Reminder That Omitting This Averment May Doom A Derivative Claim

Allen Matkins on

Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions.  It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more

A&O Shearman

Delaware Court Of Chancery Applies “Universal Test” To Dismiss Derivative Suit For Failure To Make A Demand

A&O Shearman on

On January 21, 2022, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed a derivative lawsuit brought by a stockholder of GrafTech International Ltd. (the “Company”) against the Company’s...more

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