Searching Content indexed under Shareholders by Sheppard Mullin Richter & Hampton ordered by Published Date Descending.
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California Court Of Appeal Holds That Demand Futility Must Be Reassessed At Time Of Filing Of Amended Complaint
In Apple Inc. v. Superior Court, No. H044133, 2017 WL 6275830 (Cal. App. Dec. 11, 2017), the California Court of Appeal, Sixth District, considered whether a plaintiff asserting a shareholder ...
United States
3 Jan 2018
Nevada Supreme Court Adopts Delaware's Tooley Test To Determine Whether Shareholder Claims Are Direct Or Derivative
In Parametric Sound Corp. v. The Eighth Judicial District Court of the State of Nevada, ___ P.3d ___, 2017 WL 4078845 (Nev. Sept. 14, 2017), the Nevada Supreme Court addressed the circumstances...
United States
28 Sep 2017
Under Delaware Law, The Occurrence Of Alleged Illegal Conduct At A Company Is Not Enough To Plead Demand Futility Sufficient To Give Stockholders Standing To Sue Derivatively
In a shareholder derivative action, to survive a motion to dismiss for failure to plead facts showing demand futility, a derivative plaintiff must plead particularized facts showing either actual involvement by a majority of the board in illegal conduct or conduct amount to an intentional dereliction of duty.
United States
25 Jul 2017
Taking Stock In Blockchains
Corporate lawyers and software developers have been watching eagerly as the State of Delaware takes steps to enable Delaware corporations to issue shares of their stock as digital tokens.
United States
19 Jun 2017
Delaware Court Of Chancery Holds That Cancellation Of Shares Through Merger Deprives Stockholder Of Standing In Section 220 Action
In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179, the Delaware Court of Chancery clarified when a plaintiff has standing to vitiate inspection rights...
United States
20 Mar 2017
Delaware Court Of Chancery Addresses The "Cleansing Effect" Of Stockholder Approval In Post-Closing M&A Damages Actions
In two recent decisions, the Delaware Court of Chancery addressed the salutary effect of stockholder approval on the standard of review to be applied when evaluating damages claims...
United States
8 Sep 2016
Tenth Circuit Upholds Nevada Law By Denying Stockholders Standing To Bring Claims On Behalf Of Nevada Corporation
The Tenth Circuit held that stockholders of a Utah-based, Nevada corporation, who failed to make pre-suit demand that the corporation's board of directors cause the corporation to file claims against past and present directors (including one-half of the corporation's board of directors), could not litigate those claims derivatively.
United States
8 Jul 2016
California Court Of Appeal Confirms That Corporations Code § 1601 Does Not Require Corporations To Ship Records Maintained Out Of State To California
In 2015, shareholders of Diablo Controls, Inc. ("Diablo Controls"), a California corporation, demanded to inspect Diablo Controls' accounting books and records at the company's California office.
United States
6 Jul 2016
…And The Unicorn You Rode In On (Silicon Valley – Episode 26)
Alas, poor Erlich! We knew him; 'a fellow of infinite jest, of most excellent fancy; he hath borne us on his back a thousand times...
United States
26 Jun 2016
Delaware Chancery Court Rejects MBO Merger Price As Best Evidence Of Fair Value In Appraisal Proceeding
Dell, a PC manufacturer, had transitioned itself by 2012 into a broader software and computing services company.
United States
16 Jun 2016
Laurie & Monica Out-Action Jack…And Other Fiduciary Duties (Silicon Valley – Episode 22)
Episode 22 provides a decisive and satisfying showdown between Jack's Box plan and Richard's consumer platform option.
United States
27 May 2016
Delaware Court Of Chancery Increases Scrutiny On Disclosure-Only M&A Class Action Settlements
As recently as 2014, nearly 95% of all mergers of public companies valued at $100 million or more triggered stockholder class action litigation.
United States
14 Mar 2016
Delaware Supreme Court Reinforces Importance Of Clear And Precise Bylaw Provisions And Specifically Drafted Notices Of Annual Meetings
The Courts' rulings in this case confirm that a "save the date"-type general notice of when a Delaware corporation plans on scheduling its annual meeting of stockholders will not suffice to trigger advance notice deadlines.
United States
24 Jul 2015
Back To The Future – Should Stock Incentive Plans Impose Grant Limits On Non-Employee Director Awards?
On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation of non-employee members of a company's board of directors.
United States
24 Jun 2015
"Dead Hand Proxy Puts" Garner Increased Stockholder Scrutiny In Delaware
Credit agreements often contain default terms based upon changes in control of the borrower, including when the borrower's "continuing directors" no longer constitute a majority of the board of directors.
United States
15 Jun 2015
Delaware Supreme Court Holds That A Stockholder Plaintiff Must Plead A Non-Exculpated Claim To Avoid Section 102(B)(7)-Based Dismissal When Seeking Damages From Independent And Disinterested Directors
While before the Court of Chancery, the independent director defendants in Cornerstone moved to dismiss plaintiffs' claim because plaintiffs failed to plead allegations supporting a non-exculpated claim against them.
United States
21 May 2015
California And Delaware Courts Agree: Amendments To Corporate Bylaws Do Not Apply Retroactively To Impair Pursuit Of Previously Accrued Claims
Two recent decisions, one from the Delaware Court of Chancery and one from the California Court of Appeal, Fourth Appellate District, refused to apply bylaws that impaired a shareholder/member plaintiff’s ability to pursue his or her claims against the corporation where the the relevant bylaw was adopted after the plaintiff’s claims accrued.
United States
13 Apr 2015
Delaware Court Of Chancery Rejects Share-Tracing Standing Requirement For Appraisal Petitioners
The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262.
United States
25 Feb 2015
SEC Staff To Express No Views On Conflicting Shareholder Proposals Under Rule 14a-8(i)(9)
On January 16, 2015, SEC Chair Mary Jo White issued a directive that the staff of the SEC review its position on Rule 14a-8(i)(9) of the Securities Exchange Act of 1934.
United States
6 Feb 2015
Ninth Circuit Holds that Under Nevada Law, a Prior Stockholder’s Litigation of Demand Futility Precludes Another Stockholder From Litigating Demand Futility In a Subsequent Derivative Action
The United States Court of Appeals for the Ninth Circuit considered whether the doctrine of issue preclusion prevents a stockholder from relitigating a prior adverse determination.
United States
13 Jan 2015
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