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California Court of Appeal holds that shareholders have standing to pursue derivative actions after dissolution of a corporation

Sheppard Mullin Richter & Hampton LLP
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USA
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October 8 2010

In Favila v Katten Muchin Rosenman LLP, 188 Cal App 4th 189 (2d Dist 2010), the California Court of Appeal reversed the trial court's denial of plaintiff's motion for leave to amend its complaint and dismissal of plaintiff's derivative action, holding, in part, that a shareholder's estate may maintain a derivative action on behalf of a corporation even after the corporation has been dissolved

Ninth Circuit holds that scienter may be established through an objective evaluation of a defendant's deliberate recklessness

Sheppard Mullin Richter & Hampton LLP
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USA
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August 13 2010

In Securities & Exchange Commission v Platforms Wireless Int’l Corp, No 07-56542, 2010 US App LEXIS 15328 (9th Cir July 27, 2010), the United States Court of Appeals for the Ninth Circuit held that under Section 10(b) of Securities Exchange Act of 1934 (“1934 Act”), 15 U.S.C. 78j(b), and Rule 10b-5, 17 C.F.R. 240.10b-5, a showing that a statement is so obviously misleading to a reasonable person that the defendant who made the statement must have known of its misleading nature is sufficient on summary judgment to prove defendant’s scienter

In a case of first impression, Delaware Chancery Court holds that preferred stockholders have the right to bring derivative actions

Sheppard Mullin Richter & Hampton LLP
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USA
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June 21 2010

In MCG Capital Corporation v Maginn, Civil Action No 4521-CC, 2010 Del Ch LEXIS 87 (Del Ch May 5, 2010), the Delaware Court of Chancery granted in part and denied in part the defendants' motion to dismiss plaintiff preferred stockholder's complaint alleging both derivative and direct claims

California Court of Appeal applies three-year limitation under Delaware law to claim against dissolved Delaware corporation

Sheppard Mullin Richter & Hampton LLP
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USA
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May 10 2010

In Greb v. Diamond Int’l Corp., 2010 Cal. App. LEXIS 566 (Cal. App. 1st Dist. Apr. 26, 2010), the California Court of Appeal for the First District affirmed the trial court’s dismissal of a personal injury claim against a dissolved Delaware corporation, holding that the claim was filed more than three years after dissolution of the corporation in violation of Delaware General Corporation Law Section 278

First Circuit, sitting en banc, clarifies what it means to "make" a statement under SEC Rule 10b-5(b)

Sheppard Mullin Richter & Hampton LLP
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USA
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March 26 2010

In Securities & Exchange Commission v. Tambone, No. 07-1384, 2010 U.S. App. LEXIS 5031 (1st Cir. Mar. 10, 2010) (en banc), the United States Court of Appeals for the First Circuit, sitting en banc, vacated the three-judge panel’s prior holding and affirmed the district court’s dismissal of a Rule 10b-5 claim asserted by the Securities & Exchange Commission (“SEC”) against defendants James Tambone and Robert Hussey

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California Court of Appeal holds that shareholders have standing to pursue derivative actions after dissolution of a corporation

Ninth Circuit holds that scienter may be established through an objective evaluation of a defendant's deliberate recklessness

In a case of first impression, Delaware Chancery Court holds that preferred stockholders have the right to bring derivative actions

California Court of Appeal applies three-year limitation under Delaware law to claim against dissolved Delaware corporation

First Circuit, sitting en banc, clarifies what it means to "make" a statement under SEC Rule 10b-5(b)

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