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Delaware Supreme Court affirms preclusive effect of non-Delaware dismissals and rejects irrebuttable presumption that a derivative plaintiff who fails to conduct a Section 220 inspection is an inadequate representative

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • April 23 2013

In Pyott v. Louisiana Municipal Police Employees' Retirement System, No. 380, 2012, 2013 WL 1364695 (Del. Apr. 4, 2013), the Delaware Supreme Court

Delaware Supreme Court reverses Chancery Court dismissal of derivative plaintiff's Section 220 books and records action

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • February 4 2011

In King v. VeriFone Holdings, Inc., No. 330, 2010, 2011 WL 284966 (Del. Jan. 28, 2011), the Supreme Court of the State of Delaware reversed a decision by the Court of Chancery dismissing a derivative plaintiff’s action under Section 220 of the Delaware General Corporation Law seeking books and records of a Delaware corporation

Tenth Circuit affirms high standard for scienter pleading in securities fraud cases against independent auditors

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • February 2 2011

In Dronsejko v Grant Thornton, Nos 09-4222 and 10-4074, US App LEXIS 1052 (10th Cir. Jan. 20, 2011), the United States Court of Appeals for the Tenth Circuit affirmed a decision by the United States District Court for the District of Utah dismissing a securities fraud class action brought by investors in iMergent against its independent auditor, Grant Thornton

Second Circuit holds that no private right of action exists under Section 304 of the Sarbanes-Oxley Act

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • October 8 2010

In Cohen v Viray, 2010 WL 3785243 (2d Cir Sept 30, 2010), the United States Court of Appeals for the Second Circuit held that no private right of action exists under Section 304 of the Sarbanes Oxley Act, 15 U.S.C. 7243 (“Section 304”), to recover from chief executive officers (“CEOs”) and chief financial officers (“CFOs”) any bonus or similar compensation, or any profits realized from stock sales, they may have received during the twelve-month period prior to a restatement of company financial statements due to misconduct

Legal challenge to SEC's recently adopted proxy access rules

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • September 29 2010

Today, Business Roundtable and the Chamber of Commerce of the United States filed a Petition for Review in the U.S. Court of Appeals for the District of Columbia Circuit challenging the legality of the SEC's recently-adopted proxy access rules

Ninth Circuit affirms dismissal of Section 14(a) class action holding that a share dilution theory for pleading economic loss is unsupported by case law

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • February 22 2010

In New York City Employees’ Retirement System v. Jobs, No. 08-16488, 2010 WL 309028 (9th Cir. Jan. 28, 2010), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a class action lawsuit against Apple, Inc. (“Apple”) and fourteen of its officers and directors for the alleged false and misleading proxy solicitation of a stock option plan on the ground that plaintiff-appellant did not adequately plead economic loss in the form of “dilution to shareholder interests.”

Ninth Circuit holds that Section 304 of the Sarbanes Oxley Act does not provide litigants with a private right of action

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • January 6 2009

In In re Digimarc Corporation Derivative Litigation, 2008 WL 5171347 (9th Cir. Dec. 11, 2008), the United States Court of Appeals for the Ninth Circuit held that Section 304 of the Sarbanes-Oxley Act (15 U.S.C. 7243), which provides for the forfeiture of certain bonuses and profits when corporate officers fail to comply with securities law reporting requirements, does not create a private right of action

Delaware Chancery Court holds that granting "spring-loaded" stock options to executives without full disclosure to shareholders violates fiduciary duties

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • November 2 2007

In In re Tyson Foods, C.A. No. 1106-CC (Del. Ch. Aug. 15, 2007), Chancellor Chandler held that granting “spring-loaded” stock options to key directors and executives without full disclosure of the practice is a breach of the directors’ fiduciary duties