Topic
Derivative litigation
574 published works
The D&O Diary
Guest Post: Leveraging D&O Insurance for Shareholder Derivative Claims
Geoffrey Fehling Charlotte Leszinske One of the common situations in which D&O insurance is called into play is when a company’s board has been hit with a shareholder derivative lawsuit.…
Commercial Case Notes
Mixing Direct and Derivative Claims in a Complaint is no Basis for Dismissal so Long as Individual Claims are not Mixed
By John Lundin
10 April 16, 2026, Justice Boddie of the Kings County Commercial Division issued a decision in Hangquin Huang v. 40-70 Realty LLC, 2026 NY Slip Op. 31773(U), holding that mixing…
Commercial Case Notes
Derivative Action Demand Futility Must be Alleged in Complaint, Not Just in Opposition to Motion to Dismiss
By John Lundin
On April 22, 2026, Justice Masley of the New York County Commercial Division issued a decision in Mayer v. Goldner, 2026 NY Slip Op. 31753(U), holding that demand futility in…
Sidley Austin Blog
Texas Corporate Litigation Reforms Take Hold: Federal Court Enforces Texas’s 3% Ownership Requirement for Derivative Claims
By Yolanda C. Garcia, Mason Parham, Nathan S. Burkes
Last summer, the Texas legislature enacted sweeping amendments to the Texas Business Organizations Code (TBOC) with the stated purpose of “modernizing” the code and “clarifying and strengthening” the state’s corporate…
Eaglegate Latest News
When Directors Siphon Company Funds — A Minority Shareholder’s Legal Options
When a business partner invests $100,000 for a 49% stake in a company and then watches the majority shareholders extract funds through loans, payments and wages — what are the…
Business Law Prof Blog
More fun with the direct/derivative distinction
By Ann Lipton
Last week, VC Will dismissed the plaintiffs' claims in The Gregory M. Raiff 2000 Trust v. Jenzabar, Inc., et al.. The complaint alleged a number of fiduciary breaches, including unearned…
Delaware Corporate & Commercial Litigation Blog
Chancery Upholds Tesla’s Texas Bylaw Forum Provisions
A recent Delaware Court of Chancery decision determined that the forum clause in the Tesla bylaws, after its redomestication in Texas, requiring derivative suits to be brought in Texas, would…
GAVC Law
Tesla’s derivative actions. A good example of a conflit mobile in by-laws choice of court, and (ir)relevance of time of filing of claim.
If you do use the blog for research or database purposes, citation would be appreciated, to the blog as a whole and /or to specific blog posts. Many have suggested…
Texas Business Court Watch
Texas Business Court Reinforces Standing Rules for LLC Derivative Lawsuits
By Zachary B. Tobolowsky, Audrey L. Blount
Texas Business Court confirms only current LLC members have standing to bring derivative claims under the Texas Business Organizations Code.
Delaware Business Dispute Blog
YWCA of Rochester v. Hatteras Funds: Court of Chancery Denies Rule 23.1 Motion, Clarifies Double-Derivative Standing for Feeder Fund Investors
By Carl D. Neff
In a detailed, 55-page opinion issued on March 31, 2026, Vice Chancellor Laster denied the defendants' motion to dismiss a derivative action challenging a disastrous asset sale by the Hatteras…