Tag Archives: Shareholder derivative litigation

Target Corporation Cybersecurity-Related Derivative Litigation Dismissed

For some time now, many commentators, including me, have been predicting that cybersecurity-related litigation could become an important part of the D&O litigation environment. And that may yet happen. For now, however, the results in the recent cybersecurity-related cases have been, from the plaintiffs’ perspective, not particularly promising. On July 7, 2016, in the latest … Continue Reading

Corporate Loan Provisions Aimed at Proxy Campaigns Trigger D&O Litigation

In the face of increasing investor activism, companies have adopted a number of defensive measures.  Among these measures are a particular type of provision found in many corporate borrowers loan agreements – requiring the company to repay loans before they are due if a majority of the board is ousted – that are drawing increasing … Continue Reading

Massive and Unusual Freeport-McMoRan Derivative Lawsuit Settlement Finalized

The parties to the Freeport-McMorRan Copper & Gold, Inc. Derivative Litigation have finalized an agreement to settle the consolidated litigation pending in the Delaware Chancery Court in exchange for a payment of $137.5 million and for the company’s agreement to adopt certain corporate governance reforms. The settlement represents the third largest derivative lawsuit settlement ever. … Continue Reading

Largest Derivative Lawsuit Settlements

My post earlier this week about the $275 million Activision Blizzard shareholder derivative lawsuit settlement – and in particular my suggestion that the Activision settlement may be the largest derivative suit settlement ever – provoked an interesting flurry of emails and conversations about the lineup of other large derivative lawsuit settlements. To address the various … Continue Reading

More Shareholder Litigation Involving Corporate Inversion Transactions

One of the more distinctive business trends in recent months has been the surge of so-called corporate inversion transactions, in which a domestic U.S. company merges with a non-U.S. company, with the the successor company to be based in the foreign country in order to take advantage of a more favorable corporate tax regime. These … Continue Reading

Texas Appellate Court Affirms Transocean Deepwater Horizon Derivative Suit Dismissal: An Interesting Angle on Corporate Inversion Transactions?

In a July 24, 2014 opinion (here), an intermediate Texas appellate court, applying Texas law, affirmed the trial court’s dismissal on forum non conveniens grounds of the Deepwater Horizon disaster-related shareholder derivative suit filed against Switzerland-domiciled Transocean Limited. The court’s ruling is interesting in and of itself, but it may be even more interesting in … 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

Fifth Circuit Affirms Dismissal of BP Deepwater Horizon Derivative Suit

The Deepwater Horizon platform explosion and oil spill took place in the Gulf of Mexico, about 250 miles southeast of Houston. The environmental damage took place in the Gulf and along the Gulf shore in the Southeastern United States. When BP’s shareholders tried to sue the board of directors of BP — a corporation organized under … Continue Reading

A Small Step Toward Curbing the Follow-On Derivative Suit Curse

One feature of the recent changing mix of corporate and securities litigation has been the rise in the filing of follow-on derivative lawsuits in the wake of securities class action lawsuit filings. As Wilson Sonsini partner Boris Feldman recently noted, “like a moth drawn to a candle,” the derivative bar watches class action filings and … Continue Reading

Changes in the Plaintiffs’ Class Action Bar and the Changing World of Shareholder Litigation

The changing mix of corporate and securities litigation is a recent phenomenon on which I have frequently commented on this blog. While identifying the fact of the change is relatively straightforward, explaining it is more challenging. According to a January 11, 2012 article in The Review of Securities & Commodities Regulation entitled “Shareholder Litigation After … Continue Reading

BP Deepwater Horizon Derivative Suit Dismissed in Favor of English Forum

A wave of litigation followed in the wake of the April 2010 Deepwater Horizon oil spill. Among this litigation were several shareholder derivative suits filed against certain directors and officers of BP and of its U.S. subsidiary. At the time these cases first arose, I asked whether or not these suits involving (and ultimately for the … Continue Reading

Yet Another Lawsuit Following “No” Vote on “Say on Pay”

On May 25, 2011, In the latest example of shareholders suing a company’s board following a negative “say on pay” vote, two union pension funds filed a shareholders’ derivative action claiming that Umpqua Holdings Corporation’s board violated its duties to investor by approving the2010 compensation plan despite the negative shareholder vote.. The lawsuit follows the … Continue Reading

About the AIG Derivative Settlement

In what is, according to news reports (here), the largest settlement to date in a shareholders’ derivative lawsuit in Delaware Chancery Court, four former AIG executives and former AIG managing general agent C.V. Starr today reached a $115 million settlement in the 2002 AIG derivative lawsuit.   The lawsuit was filed by the Teachers’ Retirement … Continue Reading
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