Skip to content

Lawrence Portnoy

Mr. Portnoy, a partner in Davis Polk’s Litigation Department, is a nationally recognized securities, M&A and general commercial litigator. [Full Bio]

Latest Articles

The Ninth Circuit recently issued an opinion in Dennis v. Hart, in which it held that the district court lacked subject matter jurisdiction over various say-on-pay lawsuits originally filed in state court and subsequently removed to federal court. In 2010, the board of directors of PICO Holdings, Inc. increased executive compensation notwithstanding that the company reported negative annual net income and free cash flow for the year. In a May 2011 advisory vote on…
Since our last blog post on say-on-pay litigation in January 2012, there have been several dismissals of say-on-pay lawsuits on procedural grounds – principally the failure of plaintiffs to satisfy the demand standard, which requires a plaintiff seeking to bring a derivative action to first make a demand on the corporation’s board so that it can determine whether to pursue the action. Under Delaware law, failure to make a demand may be excused if the…