Published works by Roger A. Cooper

Published works

• New Home, New Rules: Texas Business Court Holds Texas Pre-Suit Demand Rules Apply to Shareholder Derivative Suit Alleging Pre-Reincorporation Misconduct

  Cleary Securities, Disclosure, and Governance Watch · October 16, 2026

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• Fourth Circuit Reverses Class Certification in Boeing Litigation, Establishing a High Bar Under Comcast

  Cleary Securities, Disclosure, and Governance Watch · August 4, 2026

  LEX-WK-9AYJAY85
• Lawsuits Filed Under SEC’s Revised Rule 14a-8 No-Action Letter Process

  Cleary Securities, Disclosure, and Governance Watch · February 23, 2026

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• A Sea Change In Shareholder Litigation, or More Of The Same? What To Expect In 2026

  Cleary M&A and Corporate Governance Watch · February 4, 2026

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• To Arbitrate or Not to Arbitrate: The SEC Now Allows Companies to Choose

  Cleary M&A and Corporate Governance Watch · September 25, 2025

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• Delaware’s Rocky Year–What Lies Ahead?

  Cleary M&A and Corporate Governance Watch · January 27, 2025

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• Delaware Courts Beef Up Caremark Claims Involving Corporate Misconduct While Leaving Hot-Button Political and ESG Issues to the Boardroom

  Cleary M&A and Corporate Governance Watch · January 29, 2024

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• Bringing an End to “Derivative” Section 14(a) Claims – Without Waiting for the Supreme Court to Weigh In

  Cleary Securities, Disclosure, and Governance Watch · August 7, 2023

  LEX-WK-9683T7GZ
• Bringing an End to “Derivative” Section 14(a) Claims – Without Waiting for the Supreme Court to Weigh In

  Cleary M&A and Corporate Governance Watch · August 7, 2023

  LEX-WK-0P2X8J6D
• Delaware Extends Exculpation from Personal Liability to Senior Officers

  Cleary M&A and Corporate Governance Watch · January 26, 2023

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• Ninth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRs

  Cleary M&A and Corporate Governance Watch · May 12, 2022

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• The Delaware Courts’ Evolving View of Director Independence

  Cleary M&A and Corporate Governance Watch · January 14, 2022

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• Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to Close

  Cleary M&A and Corporate Governance Watch · May 12, 2021

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• Delaware Court Enjoins Poison Pill Adopted in Response to COVID-19-Related Market Disruption

  Cleary M&A and Corporate Governance Watch · March 2, 2021

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• Caremark Claims on the Rise Fueled by Section 220 Demands

  Cleary M&A and Corporate Governance Watch · January 19, 2021

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• Delaware Supreme Court Clarifies Section 220’s “Proper Purpose” Test

  Cleary M&A and Corporate Governance Watch · December 16, 2020

  LEX-WK-2H9TCKFT
• Fee-Shifting—A Potential New Tool In Stockholders’ Toolbox When Seeking Books And Records

  Cleary M&A and Corporate Governance Watch · December 3, 2020

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• Stockholder Claims Dismissed Even After Corwin Defense Fails

  Cleary M&A and Corporate Governance Watch · September 9, 2020

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• Shareholder Complaints Seek To Hold Directors Liable For Lack of Diversity

  Cleary M&A and Corporate Governance Watch · July 24, 2020

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• Rare Federal Court Decision Casts Doubt On Merger Disclosure Claims, But Will It Change Anything?

  Cleary M&A and Corporate Governance Watch · June 25, 2020

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• Knowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And Buyer

  Cleary M&A and Corporate Governance Watch · June 8, 2020

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• Delaware Supreme Court Green Lights Federal-Forum Charter Provisions

  Cleary M&A and Corporate Governance Watch · March 23, 2020

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• Appraisal Update: Unaffected Market Price Makes a Comeback

  Cleary M&A and Corporate Governance Watch · July 24, 2019

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• Delaware Supreme Court Provides Further Guidance on Timing Requirement Under MFW

  Cleary M&A and Corporate Governance Watch · April 10, 2019

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• Supreme Court Finds Rule 10b-5’s “Scheme Liability” Provisions Reach Use of False Statement

  Cleary Enforcement Watch · April 1, 2019

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