These days just about every public company merger transaction draws at least one merger objection lawsuit. These lawsuits formerly were filed in Delaware state court alleging violations of Delaware law, but since the 2016 Delaware Chancery Court decision in the Trulia case, in which the court expressed its distaste for this type of litigation, the lawsuits have been filed in federal court based on alleged violations of Section 14 of the Securities Exchange Act of 1934. These cases, through frequently filed, are rarely litigated. They typically are resolved by the defendants’ voluntary insertion of supplemental proxy disclosures and agreement to pay the plaintiff a “mootness” fee.
However, in a recent case a corporate defendant refused to update the proxy and succeeded in getting the case dismissed. As discussed in a recent law firm memo about the dismissal ruling, the “usual playbook” for these kinds of cases – making supplemental disclosures and paying a mootness fee – may not be the best approach, and the ruling itself may provide ammunition for companies that want to try an “alternative to the status quo.” Continue Reading Is There an Alternative to the Status Quo on Merger Objection Lawsuits?
As regular readers know, over the last few months, I have been closely following the rise of coronavirus outbreak-related securities class action lawsuits. To date, though the pandemic is a global health and economic phenomenon, the pandemic-related securities litigation activity has been limited to the United States. In the following guest post, Jason Symons, Persia Navidi, Claudia George, and Luke Roper of the HWL Ebsworth Lawyers take a look at the possibilities for COVID-19-related securities class action lawsuits in Australia. I would like to thank the authors for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article. 
In the latest coronavirus outbreak-related securities class action lawsuit to be filed, a plaintiff shareholder has filed a securities class action lawsuit against The GEO Group, a publicly traded private corrections facilities operator, alleging that the company misled investors about the effectiveness of its COVID-19 response. The complaint alleges that the company’s “inadequate” procedures subjected residents of the Company’s halfway houses to significant health risks. The company’s share price declined following news reports of a COVID-19 outbreak at one of the company’s facilities. A copy of the plaintiff’s complaint can be found 
In an interesting decision that touches on a number of basic D&O insurance coverage issues, a federal district court judge applying Oklahoma law has ruled that a company’s management liability insurance policy does not provide coverage for legal expenses a former company executive incurred in a declaratory judgment action that had been filed by another company executive to determine the parties’ rights under a profit sharing agreement. The court concluded that there was no coverage because the individual seeking coverage had not been named as a defendant in the lawsuit by reason of his status as an insured person. Even more interestingly, the court concluded further that, even though the individual had been named as a defendant in the declaratory judgment lawsuit, he had not incurred “Defense Expenses” in the lawsuit, and therefore suffered no “Loss.” Western District of Oklahoma Judge 
After the recent civil disturbances and social unrest, there has been a renewed focus on equality and diversity issues. Among many other things, investors and activists are raising concerns about the lack of racial diversity on corporate boards. For example, just last week, a California legislator 
As the pandemic has unfolded, a recession has followed in its wake, as a result of which many companies are struggling. Some will not survive – 
In recognition of the Independence Day holiday in the U.S., and in what is now an annual tradition, I reprise my 2012 essay about Time and Summer, which can be found 
Largely due to a significant decline in the number of filings during May and June, the number of federal court securities class action lawsuit filings in the first half of 2020 was well below the number of filings at the same point last year – although still well above long-term historical levels. The number of first half filings was significantly boosted by 