In response to concerns that virtually every merger transaction was attracting at least one lawsuit, Delaware’s legislature and judiciary acted to try to cut down on the merger objection litigation in the state’s courts. In 2015, Delaware’s legislature adopted a provision expressly allowing corporations organized under the state’s law to adopt bylaw provisions designating Delaware’s courts as the exclusive forum for shareholder disputes. Delaware’s courts, in a series of decisions culminating in Chancellor Bouchard’s January 2016 decision in Trulia, made it clear that in most cases the courts will no longer support the kind of disclosure-only settlements by which these cases frequently were resolved.
But what has the impact of these changes been? That is the subject of a February 23, 2017 paper entitled “The Shifting Tides of Merger Litigation” (here) written by Matthew Cain of the SEC; U. Penn. Law Professor Jill Fisch; U.Cal. Berkeley Law Professor Steven Davidoff Solomon; and Vanderbilt Law Professor Randall Thomas. The authors conclude that there has been “a tidal wave of change in the merger objection litigation industry.”
Continue Reading A “Tidal Wave of Change” in Merger Objection Litigation
As I have previously detailed (
As I noted in my survey of 2016 securities class action litigation (
The 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 – 
According to the latest annual securities litigation survey, securities class action lawsuit filings were at “record” levels in 2016. A surge of federal court merger objection lawsuit filings during the year accounted for much of the activity, but even so-called “traditional” securities lawsuit filings were at elevated levels, according to report, which was release jointly by Cornerstone Research and the Stanford Law School Class Action Clearinghouse. The January 31, 2017 report, entitled “Securities Class Action Filings: 2016 Year in Review,” can be found 
As the various 
I wouldn’t ordinarily write about the same company or set of circumstances two days in a row, but because of developments following in the wake of the data breaches Yahoo announced last year, the company’s name has come up again. Yesterday, I wrote about the investigation the SEC reportedly is pursuing in connection with Yahoo’s alleged delays in disclosing the data breaches. It turns out that yesterday a plaintiff shareholder also filed a securities class action lawsuit in the Northern District of California against Yahoo and certain of its directors and offices relating the company’s reported data breaches. A copy of the complaint the plaintiff filed on January 24, 2017 can be found 
According to NERA Economic Consulting’s latest annual securities litigation report, there were a “record number” of securities class action lawsuit filed in 2016. The January 23, 2017 report, which is entitled “Recent Trends in Securities Class Action Litigation: 2016 Full-Year Review” (
While the world of directors’ and officers’ liability is always dynamic, the D&O liability arena was particularly eventful during 2016, with significant implications for what may lie ahead in 2017 – and possibly for years to come. With full awareness that a complete inventory of key 2016 events could actually be much longer, here is a list of the Top Ten D&O stories of 2016.
Any question that litigation funding has become a very big business was completely eliminated by the