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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
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USA
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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

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
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USA
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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

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

New York Court of Appeals holds upholds broad choice of New York law provision in contract even in absence of contacts with New York

Sheppard Mullin Richter & Hampton LLP
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USA
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January 28 2013

In IRB-Brasil Resseguros, S.A. v. Inepar Investments, S.A., No. 191, 2012 WL 6571286 (N.Y. Dec. 18, 2012), the Court of Appeals of the State of New

Delaware has no per se rule against "don't ask, don't waive" standstill provisions, but boards must be careful in using them

Sheppard Mullin Richter & Hampton LLP
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USA
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January 4 2013

In In re Ancestry.com Inc. Shareholder Litigation, C.A. No. 7988-CS, Chancellor Strine of the Delaware Chancery Court held that Delaware has no per se

Delaware Chancery Court holds that a stockholder inadequately represents a corporation in derivative litigation when he or she files a Caremark claim without first making a Section 220 books and records demand

Sheppard Mullin Richter & Hampton LLP
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USA
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November 14 2012

In South v. Baker, C.A. No. 7294-VCL, 2012 Del. Ch. LEXIS 229 (Del. Ch. Sept. 25, 2012), the Delaware Court of Chancery adopted a rebuttable presumption of inadequate representation when a stockholder asserts a “Caremark claim” without first investigating the claim using Section 220 of the Delaware General Corporation Law (“Section 220”), a statute allowing under certain conditions stockholder inspection of the corporation’s books and records

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
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USA
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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

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

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
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USA
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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.”

Ninth Circuit latest to permit corporate liability under alien tort statute; Supreme Court to resolve circuit split in 2012

Sheppard Mullin Richter & Hampton LLP
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USA
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November 23 2011

In Sarei v. Rio Tinto, PLC, Nos. 02-56256, 02-56390, 09-56381, 2011 WL 5041927 (9th Cir. Oct. 25, 2011), the United States Court of Appeals for the Ninth Circuit became the latest Circuit to hold that corporations may be held liable under the Alien Tort Statute (“ATS”), 28 U.S.C. 1350

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