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Kramer Levin Naftalis & Frankel LLP | USA | 8 Jun 2023
En Banc Panel of the Ninth Circuit Affirms Dismissal of Derivative Suit Based on Forum-Selection Clause
In a recent 6-5 ruling, an en banc panel of the Ninth Circuit affirmed the dismissal of a derivative suit asserting Exchange Act violations against…
Sidley Austin LLP | USA | 8 Jun 2023
The Saga Continues: Part II
On June 1, 2023, the majority of an en banc panel of the Ninth Circuit found that Gap Inc.’s forum selection clause does not violate the anti-waiver…
Skadden Arps Slate Meagher & Flom LLP | USA | 7 Jun 2023
Post-Trial Oracle Ruling Provides a Roadmap for Navigating Transactions With an Influential Fiduciary on Both Sides of the Deal
The mere potential for a prominent, highly respected officer, director and minority holder to influence a Board’s decision to approve a deal where…
Skadden Arps Slate Meagher & Flom LLP | USA | 7 Jun 2023
The Court of Chancery Holds That Corporate Officers, Like Directors, Owe a Duty of Oversight
On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that…
Skadden Arps Slate Meagher & Flom LLP | USA | 7 Jun 2023
Court Finds Mindbody CEO Liable Under Revlon and That Buyer Aided and Abetted Disclosure Violations
In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty…
Skadden Arps Slate Meagher & Flom LLP | USA | 7 Jun 2023
Premium on Preservation: Recent Delaware Rulings Underscore the Importance of Preserving Documents
Document discovery plays an essential role in litigation. Litigants and courts rely on documentary exhibits, along with witness testimony about such…
Troutman Pepper | USA | 6 Jun 2023
Delaware Court of Chancery Confirms Enforceability of NVCA Covenant Not to Sue for Breach of Fiduciary Duty
In New Enterprise Associates 14, L.P. V. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was…
Sidley Austin LLP | USA | 6 Jun 2023
The Presumption of Public Access: From Internal Investigations to Arbitration Agreements, Delaware Courts Disfavor Confidentiality
The Delaware Court of Chancery recently reminded litigants of the “fundamental right . . . To an open court system.” Minnie Sarwal v. Nephrosant, Inc…
Paul, Weiss, Rifkind, Wharton & Garrison LLP | USA | 5 Jun 2023
Ninth Circuit En Banc Panel Enforces Exclusive Forum Provision That Prevents Shareholders From Pursuing Derivative Claims Under Federal Securities Laws
Last year, we reported that the Ninth Circuit enforced a corporation’s exclusive forum provision that required “any derivative actions” to be brought…
Skadden Arps Slate Meagher & Flom LLP | USA | 2 Jun 2023
En Banc Panel of Ninth Circuit Enforces Forum Selection Clause To Dismiss Derivative Securities Claims, Confirming Circuit Split
On June 1, 2023, an en banc panel of the U.S. Court of Appeals for the Ninth Circuit issued a much-anticipated decision in Lee v. Fisher, No…
