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Shareholder Litigation Appeals Corporate Counsel

Vinson & Elkins LLP

Delaware Supreme Court Sets High Bar for Counterparty Aiding and Abetting Liability in M&A Deals

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The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Reaffirms Protection of Arm’s-Length Bargaining

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

Bennett Jones LLP

Supreme Court of Canada to Decide Scope of “Material Change” With Far-Reaching Consequences for Securities Class Actions

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The Supreme Court of Canada (SCC) is set to issue its decision in Lundin Mining Corporation v Dov Markowich (Markowich). This highly anticipated SCC decision regarding disclosure obligations could alter the landscape for...more

Smith Anderson

Marriott Investor’s Security Fraud Claims Arising from Data Breach Rejected by Fourth Circuit

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The Fourth Circuit dismissed an investor’s lawsuit against a hotel chain that had been subject to a data breach, ruling that the company had not made false or misleading public statements about its protection of customer...more

Fenwick & West LLP

Delaware Supreme Court Holds That Dilution Claims Against a Controller Are Solely Derivative, Overruling Prior Precedent

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On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Books and Records Litigation

Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Supreme Court Reins in Stockholder Ratification of Director Compensation

• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses • This marks the first time in nearly 60 years that Delaware’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

"New York Appellate Court Sets New Standard for Approving Nonmonetary and 'Disclosure-Only' Settlements"

It has become a common phenomenon for the announcement of a significant merger transaction to be quickly followed by shareholder class action or derivative litigation challenging the terms of the transaction and the accuracy...more

Carlton Fields

Seventh Circuit Strikes Again – Rejects Settlement In Shareholder Deal Litigation

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In yet another strongly-worded opinion, the Seventh Circuit rejected the proposed settlement of a Walgreens’ shareholder strike suit in which the class obtained “worthless” supplemental disclosures but class counsel received...more

Sheppard Mullin Richter & Hampton LLP

Seventh Circuit Criticizes Disclosure-Only M&A Litigation Settlements, Holding That Supplemental Proxy Disclosures Must Address...

In In re Walgreen Co. Stockholder Litigation, No. 14 C 9786, 2016 WL 4207962 (7th Cir. Aug. 10, 2016) (Posner, J.), the United States Court of Appeals for the Seventh Circuit issued a highly charged opinion critical of an...more

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