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Skadden, Arps, Slate, Meagher & Flom LLP

Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch

The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 reshaped the landscape of merger and acquisition litigation by establishing a powerful defense for Delaware companies. Under the Corwin...more

Mogin Law LLP

Paramount–Skydance Merger Advances Amid Political Intrigue

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The media industry is on the precipice of another landmark deal as Paramount Global and Skydance Media inch closer toward their highly anticipated merger. This deal, which would unite one of Hollywood’s most storied studios...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds a ~27% Founding Stockholder Is Not a Controller

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more

Woodruff Sawyer

Corporate Barbarians at the Gates: The Attack on Delaware

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All empires eventually decline. For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). But...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court of Chancery Applies MFW Factors to ‘Reverse Spinoff

The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more

Goodwin

Delaware Court of Chancery Holds Buzzfeed Not Bound by Pre-SPAC Merger Employment Agreements

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On October 28, 2022, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery ruled that the declaratory action brought by Buzzfeed Inc. against 91 current and former employees is not bound by arbitration provisions...more

Goodwin

Dismissal of Shareholder Derivative Suit for Failure to Allege Demand Was Excused

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On September 27, 2022, U.S. District Judge Kevin McNulty of the District of New Jersey dismissed a consolidated derivative action allegedly brought on behalf of Cognizant Technology Solutions Corporation against certain...more

Goodwin

Delaware Chancery Court Clears Musk of Breach of Fiduciary Duty Claim

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On April 27, 2022, the Delaware Court of Chancery in In re Tesla Motors Stockholder Litigation rendered a post-trial verdict finding for Elon Musk, co-founder and CEO of Tesla Motors, Inc., on claims that Musk breached his...more

Goodwin

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

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IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...more

Pietragallo Gordon Alfano Bosick & Raspanti,...

Cybersecurity: Board of Director Litigation Risk

Takeaway: With the surge of data and cybersecurity breaches, corporate directors and officers have become targets for shareholder derivative lawsuits. Fortunately, there are procedural measures that directors and officers can...more

Goodwin

Delaware Federal Court Dismisses Shareholder Derivative Suit Concerning Lack of Board Diversity

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Delaware Federal Court Dismisses Shareholder Derivative Suit Concerning Lack of Board Diversity; California Federal Court Dismisses Shareholder Class Action Against Sorrento Therapeutics Regarding COVID-19 Treatment; Delaware...more

Benesch

Shareholders Seek to Hold Current and Former SolarWinds Officials Liable for Massive 2020 Security Breach

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Investors filed a derivative suit claiming that the company knew about, and failed to mitigate known, existing cybersecurity risks and shortfalls prior to the security breach. In early November, pension funds and...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Finds No Showing of Actionable Claim Required to Inspect Books and Records

In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid...more

Herbert Smith Freehills Kramer

Delaware Chancery Court Holds That Stockholders Had a “Proper Purpose” to Seek Board Materials From Opioid Distributor, and Orders...

In a 63-page decision issued on Jan. 13, 2020, in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found that stockholders of...more

A&O Shearman

Delaware Court Of Chancery Rejects Demand To Inspect Books And Records Under Section 220 To Aid In Proxy Contest

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On November 14, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery rejected a demand by stockholders of Occidental Petroleum Corporation under Section 220, 8 Del. C. § 220, for documents and...more

Wilson Sonsini Goodrich & Rosati

2018 Delaware Corporate Law and Litigation Year In Review

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

McCarter & English, LLP

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

Troutman Pepper Locke

“If at First You Don’t Succeed…” - Shareholders Keep Trying to Sue D&Os for Data Security Breaches

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Several high-profile lawsuits have been filed in recent years by shareholders seeking to hold corporate officers and directors liable for damage resulting from data security breaches. For example, directors and officers at...more

Robinson+Cole Data Privacy + Security Insider

Shareholders Derivative Suit Filed against Wendy’s for Data Breach

Continuing the trend of filing a shareholders derivative suit following a data breach, a Wendy’s shareholder recently filed a derivative suit against Wendy’s executives and board members alleging they did not adequately...more

BakerHostetler

Home Depot Evades Shareholder’s Derivative Suit for 2014 Data Breach

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Public companies that are proactively working to mitigate “cyber” risks and prepare to respond to potential incidents frequently ask whether a “breach” will lead to litigation, loss of customers, stock price decline, and...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Mintz

Director Liability for Cybersecurity Risks

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If a corporation is the target of a cyberattack resulting in a data breach, its board may be the target of a shareholder derivative action claiming breach of fiduciary duty. A recent example is Palkon v. Holmes, No....more

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