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California Court of Appeal recognizes that wide discretion granted to a board of directors under the buisness judgment rule may be tempered by a corporation's private contractual obligations to its shareholdersmembers

Sheppard Mullin Richter & Hampton LLP
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USA
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February 14 2013

In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California

Delaware Chancery Court clarifies when corporate officers and directors are entitled to mandatory indemnification under DGCL 145

Sheppard Mullin Richter & Hampton LLP
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USA
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March 19 2012

In Hermelin v. K-V Pharmaceutical Co., C.A. No. 6936-VCG, 2012 WL 395826 (Del. Ch. Feb. 7, 2012), the Delaware Court of Chancery considered whether the former chief executive officer (“CEO”) of a pharmaceutical company, against whom several regulatory and criminal actions had been brought, had been successful “on the merits or otherwise” such that he was entitled to mandatory indemnification under Section 145 of the Delaware General Corporation Law (“DGCL”) andor under his indemnification agreement with the corporation

California Court of Appeal refuses to permit an action for rescission of a strategic transaction, holding that a board has no duty under California law to include a "fiduciary out"

Sheppard Mullin Richter & Hampton LLP
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USA
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August 22 2011

In Monty v. Leis, 193 Cal. App. 4th 1367, 123 Cal. Rptr. 3d 641 (2011), the California Court of Appeal, Second District, affirmed the order of the California Superior Court, Santa Barbara County, denying a motion by shareholders of Pacific Capital Bancorp (“PCB”), a California corporation, for a preliminary injunction to enjoin or rescind a transaction by which Ford Financial Fund, L.P. (“Ford”) would acquire between 80 and 91 percent of PCB’s stock

Sixth Circuit reverses dismissal of a shareholder derivative action based upon the lack of independence of the special litigation committee

Sheppard Mullin Richter & Hampton LLP
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USA
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April 14 2011

In Booth Family Trust v. Jefferies, No. 09-3443, 2011 WL 1237583 (6th Cir. Apr. 5, 2011), the United States Court of Appeals for the Sixth Circuit reversed the district court dismissal of a shareholder derivative action, holding that the special litigation committee (“SLC”) of the board of directors, which recommended the dismissal, was not sufficiently independent of management

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California Court of Appeal recognizes that wide discretion granted to a board of directors under the buisness judgment rule may be tempered by a corporation's private contractual obligations to its shareholdersmembers

Delaware Chancery Court clarifies when corporate officers and directors are entitled to mandatory indemnification under DGCL 145

California Court of Appeal refuses to permit an action for rescission of a strategic transaction, holding that a board has no duty under California law to include a "fiduciary out"

Sixth Circuit reverses dismissal of a shareholder derivative action based upon the lack of independence of the special litigation committee

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