Tag Archives: Derivative litigation

Delaware Chancery Court Ruling Could Allow a Second Chance on Demand Futility Rulings

If a “fast filer” plaintiff races to the courthouse in one jurisdiction to file a derivative suit without prior due diligence, should a dismissal of the  lawsuit for failure to plead demand futility preclude a separate derivative lawsuit brought be a different , more diligent plaintiff who files in a second forum? On the one … Continue Reading

Home Depot Settles Data Breach-Related Derivative Lawsuit

During the period 2014-2015, several companies –including Home Depot — that had experienced high-profile data breaches were hit with cybersecurity-related D&O lawsuits. All of these lawsuits, including the one against Home Depot, were dismissed. The plaintiffs in the Home Depot case filed an appeal of the dismissal. Now it appears that while the appeal was … Continue Reading

Home Depot Data Breach Derivative Lawsuit Dismissed

For some time now, many commentators (including me) have been predicting that as a result of rising numbers of companies experiencing date breaches that there would be a resulting wave of D&O lawsuits. Indeed, there have been a small number of high profile data security-related D&O lawsuits filed. However, several of those cases – including, … Continue Reading

New York Court Pans Merger Objection Lawsuit Disclosure-Only Settlement

Delaware’s courts have recently made it clear that the days where they would routinely approve disclosure-only settlements in merger objection lawsuits may be over (as discussed here). It now appears that other states also are no longer willing to approve these kinds of settlements. In a blistering October 23, 2015 opinion (here), New York (New … Continue Reading

Data Breach-Related Derivative Lawsuit Filed against Home Depot Directors and Officers

In early 2014, when plaintiffs initiated data breach-related derivative lawsuits against the boards of Target Corp. (here) and Wyndham Worldwide (here), there was some speculation that these cases might be the first of what could become a wave of data-breach related D&O lawsuits. But then the Wyndham Worldwide case was dismissed (refer here) and no … Continue Reading

Guest Post: Cyber Security Indeed: Derivative Action Dismissed Where Board Proactively Addressed Cyber Risks and Exposures

The derivative lawsuit filed against the board of Wyndham Worldwide Corporation in connection with the series of cyber breaches the company had experienced was being closely watched as possibly representative of a potential new area liability exposure for corporate directors and officers. However, as I discussed in a prior post (here), on October 20, 2014, … Continue Reading

Dismissal Granted in Cyber Breach-Related Derivative Suit Filed Against Wyndham Officials

 Along with the separate derivative lawsuit filed against Target Corporation’s board, the cyber breach-related derivate action filed against Wyndham Worldwide Corporation’s board has been closely watched as representative of a potential new area  liability exposure for corporate directors and officers.  However, in an October 20, 2014 opinion, District of New Jersey Judge Stanley Chesler, applying … Continue Reading

Oklahoma Legislature Adopts Derivative Litigation Fee-Shifting Provision

One of the most interesting recent developments has been the onset of innovative litigation reform efforts in the form of bylaw revisions. Among the most intriguing of these efforts involves fee shifting bylaws, whereby an unsuccessful claimant in intracorporate litigation must pay the other party’s costs. As discussed here, earlier this year, the Delaware Supreme … Continue Reading

Guest Post: Can Shareholders Bring “Direct” Mismanagement Claims Against Directors of Maryland Corporations?

In this guest post, Joseph Collins, a partner at the DLA Piper law firm, examines the extent to which mismanagement claims can be brought directly against directors of a Maryland corporation, as opposed to derivatively. I would like to thank Joe for his willingness to publish his article on my site. I welcome guest post submissions … Continue Reading

D&O Insurance to Fund Entire “Largest Ever” $139 Million News Corp. Derivative Suit Settlement

In what the plaintiffs’ lawyers claim to be the largest derivative lawsuit settlement ever, the parties to the News Corp. shareholder derivative litigation have agreed to settle the consolidated cases for $139 million. The company also agreed to tighten oversight of the company’s operations and to establish a whistleblower hotline, as well as other corporate … Continue Reading

Carlyle Capital Credit Crisis Securities Suit Dismissed (and Two Other Dismissals)

In an interesting opinion that includes among other things a noteworthy discussion of issues arising under the Morrison v. National Australia Bank case, one of the last securities suits filed as part of the ed credit crisis-related litigation wave has been dismissed. In an August 13, 2012 opinion (here), District of Columbia District Court Judge … Continue Reading

Big Pharma Bribery Probe Gains Momentum, Spurs Civil Litigation

Since late last year, reports have been circulating that the U.S. government is investigating whether drug companies paid bribes overseas to increase sales and to obtain regulatory approvals. Some firms have now announced that they have reached settlements with enforcement authorities. And now the first civil lawsuit relating to these investigations has been filed, as … Continue Reading

First the “Say on Pay,” Then the Lawsuit?

One of the many changes introduced by the Dodd-Frank Act was the requirement for a shareholder vote to approve executive compensation. Under the Act’s provisions, the vote is not binding on the company or its board, but is purely advisory. Nevertheless, companies whose shareholders vote against their “Say on Pay” resolutions are finding that lawsuits … Continue Reading

Thoughts About Sokol’s Lubrizol Trades and the Berkshire Derivative Suit

Berkshire Hathaway Chairman Warren Buffett was not exaggerating when he stated at the opening of the company’s March 30, 2011 press release (here) that the release “will be unusual.” Not only did Buffett disclose the resignation of David Sokol as Chairman and CEO of several subsidiaries, but the release also revealed that Sokol had acquired … Continue Reading

Merrill Lynch/BofA Subprime-Related “Double Derivative” Lawsuits Dismissed

In a March 29, 2011 order (here), Southern District of New York Judge Jed Rakoff granted the defendants’ motions to dismiss a pair of subprime-related derivative lawsuits that had been brought against certain directors and officers of Merrill Lynch. Because the plaintiffs — former shareholders of Merrill Lynch who became BofA shareholders at the time … Continue Reading
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