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

Sheppard Mullin Richter & Hampton LLP
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USA
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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

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

Delaware Chancery Court considers scope of Section 220 books and records demand made where sole purpose is to investigate a potential derivative suit

Sheppard Mullin Richter & Hampton LLP
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USA
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June 13 2011

In Graulich v. Dell, Inc., 2011 WL 1843813 (Del. Ch. May 16, 2011), the Delaware Court of Chancery rejected a stockholder’s demand under Section 220 of the Delaware General Corporation Law (“Section 220”

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 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

New York's high court rejects attempts to expand liability of outside professional service providers for failing to detect corporate fraud

Sheppard Mullin Richter & Hampton LLP
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USA
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October 27 2010

In Kirschner v. KPMG LLP, 2010 NY Slip Op. 07415, 2010 WL 4116609 (N.Y. Oct. 21, 2010), a majority of the New York Court of Appeals declined to expand liability of outside professional service providers who allegedly failed to detect or stop corporate wrongdoing

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
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USA
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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
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USA
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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

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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