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Results: 11-20 of 28

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

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

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”

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

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

Tenth Circuit affirms high standard for scienter pleading in securities fraud cases against independent auditors

Sheppard Mullin Richter & Hampton LLP
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USA
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February 2 2011

In Dronsejko v Grant Thornton, Nos 09-4222 and 10-4074, US App LEXIS 1052 (10th Cir. Jan. 20, 2011), the United States Court of Appeals for the Tenth Circuit affirmed a decision by the United States District Court for the District of Utah dismissing a securities fraud class action brought by investors in iMergent against its independent auditor, Grant Thornton

Fifth Circuit rejects Section 10(b) scheme liability in absence of explicit attribution of conduct or statements to defendant

Sheppard Mullin Richter & Hampton LLP
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USA
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November 17 2010

In Affco Investments 2001 LLC v Proskauer Rose L.L.P., No. 09-20734, 2010 WL 4226685 (5th Cir. Oct. 27, 2010), the United States Court of Appeals for the Fifth Circuit held that a law firm which allegedly assisted in developing a fraudulent tax shelter scheme could not be held liable under Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78j(b), and Rule 10b-5, 17 C.F.R. 240.10b-5, for conduct and statements not explicitly attributed to it

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

Delaware Supreme Court requires credible evidence of a "proper purpose" to review a corporation's books and records

Sheppard Mullin Richter & Hampton LLP
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USA
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October 22 2010

In City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc., 1 A.3d 281 (Del. 2010), the Delaware Supreme Court affirmed the dismissal of an action brought under Section 220 of the Delaware General Corporation Law, 8 Del. Code 220, to review books and records of a corporation

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

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