Delaware Courts

The State of Securities Litigation: Why Don’t We Litigate “Derivative Litigation” Anymore?

By Doug Greene on July 16, 2023

Posted in Board Oversight, Delaware Courts, Litigation Strategy, Shareholder Derivative Action, State of Securities and Governance Litigation

Over the years, I’ve bemoaned the lack of “litigation” in “securities litigation.” In this post, I discuss the same problem in “derivative litigation:” why don’t we litigate derivative cases anymore?

Derivative litigation – in which a stockholder asserts claims that belong to the company – takes multiple forms: tag-along cases to securities class actions…

D&O Discourse is Back!

By Doug Greene on November 6, 2019

Posted in Context Analysis, Cyan, Defense Costs, Defense Counsel, Delaware Courts, Litigation Reforms, Litigation Strategy, Motions to Dismiss, Safe Harbor, Scienter Analysis, Securities Class Action, Shareholder Derivative Action, Statements of Opinion, Supreme Court

Hi, everyone:

When I moved to BakerHostetler to lead its firmwide Securities and Governance Litigation Team, I decided to take a break from publishing D&O Discourse — the blog I started in 2012 to provide in-depth opinion on key issues of law and practice in the world of securities and corporate governance litigation. That…

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

By Doug Greene on August 17, 2016

Posted in Corporate Governance, D&O Insurance, Defense Costs, Delaware Courts, Director Service, Litigation Reforms, M&A Litigation, Plaintiffs' Bar, Settlement

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. …

5 Securities Litigation Issues to Watch in 2016

By Doug Greene on January 19, 2016

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…

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

By Doug Greene on May 27, 2015

Posted in Board Oversight, Cyber Security, Delaware Courts, Litigation Reforms, Litigation Strategy, M&A Litigation, Plaintiffs' Bar, Section 220, Shareholder Derivative Action

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to corral and curtail shareholder corporate-governance claims, principally shareholder challenges to mergers.* Meritless merger litigation is indeed a…

Top 5 Securities and Corporate Governance Litigation Developments of 2014

By Doug Greene on December 22, 2014

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.

Derivative Litigation Representation: Strategic and Ethical Issues

By Doug Greene on February 5, 2014

Posted in Board Oversight, Corporate Governance, Cyber Security, D&O Insurance, Defense Costs, Defense Counsel, Delaware Courts, Securities Class Action, Shareholder Derivative Action

Shareholder litigation comes in waves. There is a widespread belief that the next big wave will be shareholder derivative litigation – a shareholder’s assertion of a claim belonging to the corporation, typically brought against directors and officers, alleging corporate harm for a board’s failure to prevent corporate problems.

Derivative cases filed as tag-alongs to…

Board Oversight of Cyber Security and Cyber-Security Disclosures: Answers to Some of the Key Questions

By Doug Greene on October 2, 2013

Posted in Board Oversight, Corporate Governance, Cyber Security, Delaware Courts, Director Service, Plaintiffs' Bar, SEC, Securities Class Action, Shareholder Derivative Action

Cyber security is top of mind for companies, and cyber-security oversight is top of mind for corporate directors. I recently co-moderated a panel discussion for directors on board oversight of cyber security and cyber-security disclosures. I thought I’d share my thoughts on some of the key issues.

What are the board’s fiduciary duties in the…

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

By Doug Greene on April 10, 2013

Posted in Corporate Governance, Delaware Courts, Litigation Reforms, M&A Litigation, Plaintiffs' Bar, Section 220, Shareholder Derivative Action

On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders from bringing the same corporate claim in Delaware. The Delaware Supreme Court’s decision was based on a Constitutional Full Faith…

Looking Ahead: Forthcoming 2013 Securities and Corporate Governance Litigation Developments

By Doug Greene on February 20, 2013

Posted in 10th Circuit, 6th Circuit, 9th Circuit, Class Certification, Corporate Governance, Delaware Courts, Plaintiffs' Bar, Section 220, Securities Class Action, Shareholder Derivative Action, Supreme Court

This promises to be an eventful year in securities and corporate governance litigation. A number of looming developments have the potential to change the landscape for many years to come. This is the first of two posts – or three, if I get carried away – discussing some of these developments.

The Delaware Supreme Court’s …

Doug Greene

Doug is one of the most experienced and successful securities and governance litigators in the United States. He defends and counsels clients in securities class…

Doug is one of the most experienced and successful securities and governance litigators in the United States. He defends and counsels clients in securities class actions, shareholder derivative actions, shareholder challenges to mergers and acquisitions, SEC investigations, and internal investigations.