Columbia Law School Professor John C. Coffee, Jr.

On February 10, 2017, as I noted in a recent post, Rep. Bob Goodlatte of Virginia introduced a bill in Congress seeking to introduce a number of reforms to class action litigation. In the following guest post, Columbia Law School Professor John C. Coffee, Jr. provides his views regarding the reforms proposed in the bill. A version of this article previously appeared on the CLS Blue Sky Law blog (here). I would like to thank Professor Coffee for his willingness to publish his 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 Professor Coffee’s article. Continue Reading Guest Post: How Not to Write a Class Action “Reform” Bill

030aThe D&O Diary is on assignment in Australia this week, for meetings and for a little bit of a look around. The first stop on this sojourn Down Under was in Melbourne, in the Australian state of Victoria, on the southeastern quadrant of the Australian continental landmass. Melbourne is a surprisingly large city. Its metropolitan area population of over 4.5 million makes it the country’s second most populous city. At about 37 degrees southern latitude, it is about as far south as Richmond, Virginia is north. A huge sprawling city like Melbourne is hard to sum up in just a few words, but here’s what you really need to know: in February, it’s summer there. What a great concept. Continue Reading Melbourne

life sciences1As I noted in my survey of 2016 securities class action litigation (here), one of the factors contributing to the rise in securities litigation last year was the volume of litigation filed against companies in the life sciences sector. According to an analysis of life sciences-related securities suits by the Dechert law firm, the annual number of securities suits filed against companies in the sector rose by over 70% between 2014 and 2016. The law firm’s February 17, 2017 report, entitled “Developments in Securities Fraud Class Actions Against U.S. Life Sciences Companies,” can be found here. Continue Reading A Closer Look at Securities Litigation Involving Life Sciences Companies

fedsecurities-binderThe interpretation and application of the federal securities laws has in recent years proven to be a rapidly changing arena. For that reason, it is a particularly welcome development that the authors of the “Federal Securities Litigation: A Deskbook for the Practitioner” have released the latest update of their single-volume resource on litigation under the U.S. federal securities laws. The authors – Daniel Kramer and Audra Soloway of the Paul Weiss law firm, Jeff Hammel and David Brodsky of the Latham & Watkins law firm – have produced a fully updated version of the book, with changes reflecting important recent developments in the securities case law. The result is an updated volume that is clear, concise, and well-organized. Information about the 2016 update can be found here. Continue Reading Book Review: Federal Securities Litigation

john dorenberg
John Dorenberg

Cybersecurity is one of the most important and challenging issues of our time, one with which many organizations are struggling. In the following guest post, John Doernberg takes a look at the ways we talk about cybersecurity and asks whether the language we use may be part of the problem. John is an Area Vice President at Arthur J. Gallagher & Co. in Boston and leads that office’s Cyber Liability Practice. A version of this article previously appeared as a LinkedIn post, here.  I would like to thank John for his willingness to publish his 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 John’s post. Continue Reading Guest Post: The “Wicked Problem” of Cybersecurity

us capitolIn the early days of the Trump presidency, the new administration has made it clear that it is going to tackle perceived regulatory excess. The new President has also made it clear that he intends to reform the Dodd-Frank Act. In keeping with these initiatives, a Republican congressman has now introduced a legislative proposal to reform class action litigation. According to his February 10, 2017 press release (here), Rep. Rob Goodlatte (R-Va.), the Chairman of the House Judiciary Committee, introduced the Fairness in Class Action Litigation Act (H.R. 985) to “keep baseless class action suits away from innocent parties, while still keeping the doors to justice open for parties with real and legitimate claims.” The Bill, which is a grab bag of proposed procedural reforms clearly intended make class action litigation more difficult, addresses a host of concerns and includes some surprising features, including, among other things, a provision that would address third party litigation funding. Continue Reading Major Class Action Reform Legislation Introduced in Congress

Ninth CircuitIn the wake of the era of corporate scandals, Congress enacted the Sarbanes-Oxley Act. Section 406 of the Act required the SEC to promulgate rules requiring reporting companies to disclose whether or not they have adopted a code of ethics for its financial officers. The SEC subsequently issued rules implementing this directive, and as a result companies facing the new disclosure obligations adopted codes of ethics. Continue Reading Ninth Circuit: Ethics Code Violations Insufficient to State Securities Law Claim

new yorkAfter the Delaware courts in a series of decisions culminating in the January 2016 ruling in the Trulia case showed their hostility to disclosure-only settlements of merger objection lawsuits, commentators asked whether this development might mean the end of the merger objection lawsuit curse. Since that Delaware court’s decision in the Trulia case, plaintiffs’ lawyers increasingly are filing merger objection lawsuits outside Delaware, primarily in federal court. This shift in turn raises the question of the extent to which the courts in other jurisdictions will follow the principles the Delaware court set out in the Trulia case. The jurisdictional shift also raises larger cases about the future direction of merger objection litigation. A recent decision from a New York intermediate appellate court provides important perspective on many of these questions.

 

A February 2, 2017 opinion from the New York Appellate Divisions, First Department, applying New York law, reversed a lower court’s rejection of the disclosure-only settlement of a suit that had been filed in connection with Verizon’s proposed acquisition of Vodafone subsidiaries holding ownership interests in Verizon Wireless. The decision expressly considered the Delaware courts’ concerns in Trulia and other cases about disclosure-only settlements, but nevertheless not only reversed the lower court’s rejection of the settlement, but remanded the case for the lower court to consider a fee award for the plaintiffs’ counsel. The New York court’s decision in the Verizon case presents a number of interesting and important suggestions the future direction of merger objection lawsuits.  The New York appellate court’s opinion can be found here. Continue Reading Latest Twist in the Merger Objection Lawsuit Saga: New York Appellate Court Approves Disclosure-Only Settlement

029aIt was another great D&O Symposium in New York City this week. The show went on despite the huge blizzard that blew through the city on the morning of the Symposium’s second day. The turnout was once again great, the panels were excellent, and we all made it through the snowstorm together. Continue Reading The 2017 PLUS D&O Symposium in a Snowy New York City

Bernard Sharfman

The business judgment rule is one of the important principles involved when questions of board and director liability are raised. In the following guest post, Bernard Sharfman, an associate fellow of the R Street Institute and a member of the Journal of Corporation Law’s editorial advisory board, takes a look at the way that the business judgment rule is often presented and understood. Bernie’s guest post is a summary of his longer academic paper on the same topic, which can be found here. This post previously appeared on the Harvard Law School Forum on Corporate Governance and Financial Regulation. I would like to thank Bernie for his willingness to allow me to publish his article on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to publish a guest post. Here is Bernie’s guest post. Continue Reading Guest Post: The Importance of the Business Judgment Rule