In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016 WL 4207962 (7th Cir. Aug. 10, 2016), may well close the door on disclosure-only settlements in shareholder challenges to mergers.
Corporate Governance
5 Wishes for Securities Litigation Defense: Greater Director Involvement in Securities Litigation Defense and D&O Insurance
One of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is greater involvement by boards of directors in decisions concerning D&O insurance and the defense of securities litigation, including defense-counsel selection. Far too often, directors cede these critical strategic decisions to management.
For most directors, securities litigation is a mysterious…
5 Wishes for Securities Litigation Defense: Greater Insurer Involvement in Defense-Counsel Selection and Strategy
One of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is greater D&O insurer involvement in securities class action defense.
This simple step would have extensive benefits for public companies and their directors and officers. D&O insurers are repeat players in securities litigation, and they have the greatest economic interest…
5 Wishes for Securities Litigation Defense: A Defense-Counsel Interview Process in All Cases
One of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is to require an interview process for the selection of defense counsel in all cases.
When a public company purchases a significant good or service, it typically seeks competitive proposals. From coffee machines to architects, companies invite multiple vendors to…
5 Wishes for Securities Litigation Defense
By Doug Greene on
Posted in Board Oversight, Class Certification, Corporate Governance, D&O Insurance, Damages Analysis, Defense Costs, Defense Counsel, Falsity Analysis, Fraud-on-the-Market Doctrine, Litigation Reforms, Motions to Dismiss, Safe Harbor, Securities Class Action, Securities Class Action Statistics, Statements of Opinion, Supreme Court
I am committed to helping shape a system for securities litigation defense that helps directors and officers get through securities litigation safely and efficiently, without losing their serenity or dignity, and without facing any real risk of paying any personal funds.
But we are actually moving in the opposite direction of this goal, and unless…
5 Securities Litigation Issues to Watch in 2016
By Doug Greene on
Posted in 2nd Circuit, 9th Circuit, Board Oversight, Class Certification, Corporate Governance, Cyber Security, Delaware Courts, Falsity Analysis, Item 303, M&A Litigation, Motions to Dismiss, SEC, SEC Enforcement, Securities Class Action, Shareholder Derivative Action, Statements of Opinion, Supreme Court
Following is an article we wrote for Law360, which gave us permission to republish it here:
The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly increase or decrease the…
Why Are Companies and Their Directors and Officers Still Behind on Cyber Security Oversight and Disclosure?
By Doug Greene on
Over the past three years, I’ve been outspoken about the need for better board oversight of cyber security, as well as the need for better cyber security disclosure. The severity of the cyber threat is so significant to companies, as well as to the nation’s economy and security, that boards have no choice but to…
Companies May Be Taking a Risk by Hiring Corporate Counsel to Defend Securities Class Actions
When a public company purchases a significant good or service, it typically seeks competitive proposals. From coffee machines to architects, companies invite multiple vendors to bid, evaluate their proposals, and choose one based on a combination of quality and cost. Yet companies named in a securities class action frequently fail to engage in a competitive…
Cybersecurity Securities Class Actions: A Wave or Trickle?
One of the foremost uncertainties in securities and corporate governance litigation is the extent to which cybersecurity will become a significant D&O liability issue. Although many D&O practitioners have been bracing for a wave of cybersecurity D&O matters, to date there has been only a trickle. Some have come to believe that at most, there…
Top 5 Securities and Corporate Governance Litigation Developments of 2014
By Doug Greene on
Posted in 2nd Circuit, 3rd Circuit, 5th Circuit, 6th Circuit, 7th Circuit, 9th Circuit, Class Certification, Confidential Witnesses, Corporate Governance, Delaware Courts, Fraud-on-the-Market Doctrine, Litigation Reforms, M&A Litigation, Plaintiffs' Bar, SEC, SEC Enforcement, Section 220, Securities Class Action, Shareholder Derivative Action, Statements of Opinion, Supreme Court
This year will be remembered as the year of the Super Bowl of securities litigation, Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), 134 S. Ct. 2398 (2014), the case that finally gave the Supreme Court the opportunity to overrule the fraud-on-the-market presumption of reliance, established in 1988 in Basic v.