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Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

USA - April 4 2019 On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC, affirming the expansive view of the U.S. Securities and Exchange…

M. Alexander Koch (Alec), Richard Walker (Dick), Jessica Perry Corley, Erin East, Aaron Lipson

Delaware legislature just says "no" to fee-shifting, "yes" to (Delaware) forum-selection bylaws for "internal corporate claims"

USA - October 15 2015 The Delaware Legislature recently enacted amendments to Delaware's General Corporation Law (the "DGCL") that resolve spirited debates between the…

Benjamin Lee, Michael R. Smith

Delaware Chancery’s In re Dole Food Co., Inc. decision provides lessons for corporations considering going private transactions

USA - September 2 2015 On Thursday, August 27, 2015, Vice Chancellor J. Travis Laster found Dole Food Co., Inc. ("Dole") Chief Executive Officer, David Murdock, and General…

Michael J. Biles, Paul R. Bessette, Chelsea J. Corey, Israel Dahan, Michael R. Smith

Delaware Court refuses to enforce fee-shifting bylaw against former shareholder who was cashed out before its adoption

USA - March 20 2015 The validity of corporate bylaws providing for fee-shifting in lawsuits brought by shareholders has become a hot topic in the shareholder litigation…

Paul R. Bessette, Israel Dahan, Benjamin Lee, Michael R. Smith

It's not just a Delaware thing: other courts are also questioning disclosure-only settlements in M&A litigation

USA - February 23 2015 In an age when overburdened courts with reduced budgets often approve class action settlements without significant oversight, Delaware courts have…

Benjamin Lee, Bethany M. Rezek