When a derivative lawsuit is brought on behalf of a company, the derivative plaintiff will often times attempt to argue that demand upon the board would be “futile” in order
Continue Reading Demand Not Excused When “Best Practices” Not Followed
rule 23.1
New Board of Directors Allowed to Review Derivative Complaint
By Fox Rothschild LLP on
The recent decision of Park Employees and Retirement Board Employees’ Annuity and Benefit Fund of Chicago v. Smith, C.A. No. 11000-VCG (May 31, 2016) presents an interesting question: when…
Continue Reading New Board of Directors Allowed to Review Derivative Complaint
Court Grants Dismissal With Prejudice as to Named Derivative Plaintiff
By Fox Rothschild LLP on
Under Court of Chancery Rule 15(aaa), in response to a motion to dismiss filed under Chancery Rule 12(b)(6) or 23.1, a plaintiff may file an amended complaint without leave in…
Continue Reading Court Grants Dismissal With Prejudice as to Named Derivative Plaintiff
Double Derivative Actions: Court Applies Law of Country of Spanish Parent Company in Dismissing Complaint
By Fox Rothschild LLP on
“‘In a double derivative action involving a wholly owned subsidiary, a stockholder plaintiff only must plead demand futility (or otherwise satisfy Rule 23.1) at the parent level.’ [However], where ‘the …