The Delaware Supreme Court recently affirmed a Court of Chancery ruling granting a Special Litigation Committee’s motion to terminate a shareholder derivative action that had survived a motion to dismiss. The split decision in El Pollo Loco (June 28, 2022) highlights
Corporate Defense and Disputes
Proskauer's perspective on commercial litigation trends and legal developments
The Corporate Defense and Disputes blog, published by Proskauer Rose LLP, focuses on legal issues related to corporate litigation and defense strategies. It covers topics such as securities enforcement actions, insider trading cases, regulatory compliance challenges, and significant court rulings affecting corporate governance and financial services. The blog also addresses developments in labor and employment disputes, white collar defense, and complex commercial litigation. It provides analysis of regulatory enforcement trends, including SEC actions and administrative proceedings, as well as emerging issues like ESG regulations and anti-discrimination legal challenges. The content is aimed at corporate clients, legal professionals, and stakeholders interested in corporate legal risk management and dispute resolution.
Latest from Corporate Defense and Disputes - Page 7
Tractor Supply Gets Lift from Court with Diversity Suit Dismissal
Earlier this spring, yet another lawsuit alleging a company failed to adequately promote diversity was dismissed for a failure to properly allege demand futility.
In City of Pontiac Police & Fire Ret. Sys. v. Jamison, the plaintiff, a shareholder…
No Influence: Court Dismisses Claim Based on CEO’s Raucous Influencer Parties
Earlier last month, Judge Vince Chhabbria of the United States District Court for the Northern District of California dismissed a novel complaint that the court noted stretched the bounds of when directors of a company could reasonably be held accountable…
Second Circuit Reverses Dismissal of Securities Claim Alleging Failure to Disclose SEC Investigation
The Court of Appeals for the Second Circuit yesterday reversed the dismissal of a securities class action alleging fraud based on the defendants’ failure to disclose an SEC investigation into the company’s disclosed financial-control weaknesses. The May 24, 2022 ruling in…
Fifth Circuit Holds SEC’s In-House Courts and Judges Unconstitutional
In Jarkesy v. Securities and Exchange Commission, the Court of Appeals for the Fifth Circuit issued a remarkable opinion holding numerous aspects of the SEC’s administrative enforcement regime are unconstitutional. The May 18, 2022 ruling stands to eliminate the…
SEC Issues New Guidance Regarding Russia Sanctions and Public Company Disclosures
In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the world are continuing to address compliance with these sanctions.…
Ninth Circuit Upholds Delaware-Forum Bylaw That Precludes Assertion of Federal Proxy Claim
The Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery, even though the case included a federal…
SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions
This week, our corporate colleagues published a handy guide to the SEC’s new proposed rules on SPACs. Of particular note to securities watchers should be potential increases in litigation stemming from changes to the definition of “blank check company” for…
SEC Division of Examinations Announces 2022 Examination Priorities
By Julia Alonzo & Amy Gordon
The Securities and Exchange Commission’s Division of Examinations recently announced its examination priorities for fiscal year 2022: Private Funds; Environmental, Social, and Governance (“ESG”) Investing; Standards of Conduct; Information Security and Operational Resiliency; and Emerging Technologies and Crypto-Assets. The Division…
Court Invalidates California Board-Diversity Statute
A California court invalidated a state law requiring that boards of directors of public companies based in California include members from under-represented groups, including persons of several races and ethnic groups and those who identify as gay, lesbian, bisexual, or…