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Derivatives Delaware

Cooley LLP

Derivative Plaintiffs Cannot Obtain Discovery to Plead Demand Futility, According to Chancery Court

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When a company experiences an adverse event, it and its directors and officers are often subject to multiple shareholder lawsuits and demands. These matters proceed on different timelines, creating scenarios in which...more

Proskauer Rose LLP

Conflict Between Delaware LLC Act and Bankruptcy Code Affects Creditor Toolbox

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As you know from our prior alerts, creditors of borrowers formed as Delaware LLCs (as opposed to corporations) lack standing under Delaware law to sue directors for breaching fiduciary duties even when, to the surprise of...more

Mintz - Bankruptcy & Restructuring Viewpoints

Delaware Bankruptcy Court Grants Derivative Standing to Creditors’ Committee to Sue Members and Officers of Delaware LLC

In early February, a Delaware bankruptcy judge set new precedent by granting a creditors’ committee derivative standing to pursue breach of fiduciary duty claims against a Delaware LLC’s members and officers. At least three...more

A&O Shearman

After Derivative Litigation Judgment For Defendants, Delaware Court Of Chancery Denies Application For “Mootness” Fee For...

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On February 7, 2024, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion for a “mootness” fee of plaintiffs in a derivative action brought against the founder of a technology company (the...more

Ballard Spahr LLP

DE Supreme Court: Creditors’ Fraudulent Transfer Claims Are Direct, Not Derivative

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Delaware’s Supreme Court recently clarified the difference between derivative and direct claims in the context of a dispute over whether creditors’ fraudulent transfer claims were covered by insurance policies applicable to...more

Cornerstone Research

Parallel Derivative Action Settlements Update

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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

MG+M The Law Firm

Delaware Court of Chancery Updates Rules: What you need to know!

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On September 25, 2023, the Delaware Court of Chancery issued its first set of amendments as part of a multi-year project to update and modernize its rules. Generally, the amendments made stylistic changes that are consistent...more

Troutman Pepper Locke

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

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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

Allen Matkins

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

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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

King & Spalding

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

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Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more

ArentFox Schiff

Creditor Committees of Delaware LLCs Should Take Action to Preserve Derivative Standing

ArentFox Schiff on

Recent decisions and court commentary suggest that a creditors’ committee appointed in a Chapter 11 case should take immediate action to ensure that its rights to pursue derivative standing are preserved, particularly when...more

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