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Motion to Dismiss › Derivatives

Cooley LLP

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

Cooley LLP on

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

Patton Sullivan Brodehl LLP

LLC is Not an “Indispensable Party” to Direct Claims Between LLC Members

Patton Sullivan Brodehl LLP on

In litigation, the plaintiff must include as parties to the action all persons or entities whose interests are so directly involved that the court cannot render a fair adjudication in their absence.  If the plaintiff fails to...more

King & Spalding

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

King & Spalding on

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

Morris James LLP

Chancery Grants Special Litigation Committee’s Zapata Motion, Finds Committee Was Sufficiently Independent and Reasonable

Morris James LLP on

Diep v. Sather, C.A. No. 12760-CM (Del. Ch. July 30, 2021) - Under Zapata, when analyzing a motion to dismiss by a special litigation committee, the court evaluates whether the committee was independent, acted in good...more

Allen Matkins

Dismissal Of State Court Derivative Action Yields Dismissal Of Parallel Federal Action

Allen Matkins on

I first wrote about the preclusive effect, if any, of a dismissal of a parallel derivative action some nine years ago when I wrote about Vice Chancellor J. Travis Laster's ruling in La. Mun. Police Emples. Ret. Sys. v. Pyott,...more

Carlton Fields

Yellow Flags Are Not Red Flags: Delaware Court of Chancery Rejects Caremark Claim in Reiter v. Fairbank

Carlton Fields on

In October 2016, the Delaware Court of Chancery rejected a shareholder derivative lawsuit premised on an alleged lack of oversight by the directors of Capital One Financial Corp., Reiter v. Fairbank, C.A. No. 11693-CB, 2016...more

Morris James LLP

Court of Chancery Explains When Corporate Overpayment Claims Require Demand Futility

Morris James LLP on

The issuance of additional stock in exchange for less than fair value typically is a harm falling on the company, and hence gives rise to a derivative claim. But, such a claim might be dual natured – partially direct and...more

Morris James LLP

Court Of Chancery Lets New Board Review Complaint

Morris James LLP on

Normally it is the board in place at the time the derivative suit is filed that is evaluated to determine if demand is excused....more

Morris James LLP

Court Of Chancery Denies Second Chance To New Derivative Plaintiff

Morris James LLP on

This decision illustrates the importance of putting your best foot forward in derivative litigation. Here, a different plaintiff had his complaint dismissed for failure to satisfy the demand excused rules. When this plaintiff...more

Morris James LLP

Court Of Chancery Applies Demand Analysis To Changed Board

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This is an interesting decision because it applies the demand rules in a derivative case to an odd situation — when some but not all of the board members have changed between when the challenged conduct occurred and when the...more

Orrick, Herrington & Sutcliffe LLP

Orrick's Financial Industry Week in Review

Orrick, Herrington & Sutcliffe LLP on

UBS and Capital Ventures Settle RMBS Dispute - On March 26, Capital Ventures International and several UBS affiliates filed a stipulation of dismissal after reaching a settlement disposing of all claims in the action....more

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