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Results: 1-6 of 6

California Supreme Court resolves Court of Appeal split, holding that Section 2010 of the California Corporations Code -- California's "Survival Statute" -- does not apply to foreign corporations

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • February 27 2013

In Greb v. Diamond Int'l Corp., 2013 WL 628328 (Cal. Feb. 21, 2013), the California Supreme Court unequivocally and unanimously laid to rest the

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.”

Delaware Supreme Court holds that insider trading claims alleging misuse of confidential corporate information need not show injury to the corporation

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • July 5 2011

In Kahn et al v. Kolberg Kravis Roberts & Co., L.P., No. 1808, 2011 WL 2447690 (Del. June 20, 2011), the Delaware Supreme Court reversed the dismissal of breach of fiduciary duty claims brought by minority shareholders against corporate officers and a controlling shareholder

Delaware Chancery Court enjoins stockholder vote for lack of adequate disclosures in proxy statement

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • June 21 2010

In Maric Capital Master Fund, Ltd v PLATO Learning, Inc, CA No 5402-VCS (Del Ch May 13, 2010), the Court of Chancery of the State of Delaware granted plaintiff Maric Capital Master Fund's ("Maric") motion for a preliminary injunction to halt a stockholder vote on a proposed merger in which Thoma Bravo, LLC ("Thoma Bravo") would acquire PLATO Learning, Inc

Delaware Supreme Court clarifies scope of relief a shareholder is entitled for inspection of corporate books and records pursuant to a Section 220 demand

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • December 9 2011

In Espinoza v. Hewlett-Packard Co., No. 208, 2011 WL 5838882 (Del. Nov. 21, 2011), the Delaware Supreme Court held that shareholders seeking inspection of corporate books and records under Section 220 of the Delaware General Corporation Law, 8 Del. C. 220 (“Section 220”), must demonstrate that the records sought are “essential” to the “articulated purpose for the inspection.”

California Federal District Court holds that Section 1312(a) of the California Corporations Code provides the exclusive remedy for minority shareholders seeking to challenge a proposed merger

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • July 18 2012

In Dixon v. Cost Plus, Inc., No. 12-2721, 2012 U.S. Dist. LEXIS 90854 (N.D. Cal. Jun. 27, 2012), the United States District Court for the Northern District of California held that Section 1312(a) of the California Corporations Code precluded plaintiff-minority shareholder’s breach of fiduciary duty claim to the extent that the claim relied upon arguments that a proposed merger price was unfair, or that the process employed by the board of directors was inadequate