On December 27, 2022, after a 10-day bench trial in July and August 2022 and post-trial argument, the Court granted Plaintiffs’ stipulation to voluntarily dismiss Renée James, the Chair of a Special Committee of the Oracle Board in In re Oracle Derivative Litigation, 2017-0337-SG, a shareholder derivative litigation case arising out of Oracle’s US$9.3 billion acquisition of NetSuite. This case is one of the rare post-Cornerstone director independence cases to proceed to trial, following an investigation and decision by a special litigation committee to return the case to the shareholder Plaintiffs to pursue. The case was also procedurally unique as Plaintiffs opted to dismiss James following the 10-day trial and post-trial argument, rather than wait for an opinion from the Court.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Jaime A. Bartletthttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJaime A. Bartlett2023-01-30 10:07:392023-01-30 10:07:39Special Committee Chair Dismissed in Post-Trial Win
On January 6, 2023, Vice Chancellor Laster issued an opinion in Fairstead Capital Management LLC v. Blodgett concerning a “dispute-resolution collision” between two applicable forum-selection clauses. The collision arises from the termination of a principal of an investment fund, whose partners fired him for allegedly breaching his employment agreement and also cancelled his member interests in two LLCs that owned rights to the profits generated by the fund. Unhappy with his ouster, the former principal wanted to litigate against his former partners and the LLCs. But that raised the question at the core of this Vice Chancellor Laster’s opinion: where to litigate?
The Delaware Court of Chancery recently held that BuzzFeed was not required to arbitrate stock conversion claims brought by its former employees following Buzzfeed’s 2021 SPAC merger. Vice Chancellor Zurn granted BuzzFeed and its officers and directors an anti-arbitration injunction and rejected Plaintiffs’ argument that the Court of Chancery lacked subject matter jurisdiction over the claims. In doing so, the court offered a thoughtful application of contract law and law on arbitrability to a post-SPAC transaction dispute.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Ian M. Rosshttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngIan M. Ross2023-01-18 09:03:282023-01-17 14:53:51Court Takes Buzzsaw To Bid To Arbitrate Claims Against Buzzfeed
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have updated their proxy voting policies for shareholder meetings held on or after February 1, 2023 (ISS) or January 1, 2023 (Glass Lewis). This Sidley Update summarizes the changes in proxy voting policies that apply to U.S. companies and provides some practical considerations.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Enhanced Scrutiny Contributorshttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngEnhanced Scrutiny Contributors2023-01-11 09:07:182023-01-11 17:53:20ISS and Glass Lewis Proxy Voting Policy Updates for the 2023 Proxy Season
Last month, Delaware’s Court of Chancery issued two significant decisions in a stockholder litigation involving AmerisourceBergen Corporation (the “Company”) and its wholesale distribution of prescription opioids in the United States. Together, the decisions provide companies and their directors and officers with further guidance regarding the viability of so-called Caremark claims alleging breaches of fiduciary duties.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Andrew W. Sternhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngAndrew W. Stern2023-01-09 09:07:522023-01-05 11:33:24Trial Judgment “Knocks The Stuffing” Out Of Putative Derivative Suit Relating To Opioid Distribution
Each quarter, Sidley publishes Sidley Perspectiveson M&A and Corporate Governance, a newsletter designed to capture what we consider the more significant legal developments in M&A, corporate governance, and related areas. As we begin a new year, Sidley would like to share as a resource for our readers a hyperlinked list of Sidley-authored articles that were included or referenced in the newsletter during 2022. The list, available here, serves as somewhat of a year-in-review covering the key developments in 2022.
The Delaware Court of Chancery (the Court) recently issued an unprecedented order to divest shares in a Delaware corporation. In In re Stream TV Networks, Inc. Omnibus Agreement Litigations, Vice Chancellor Laster found that the divested parties acted in contempt to circumvent a prior decision of the Court and, as a remedy, invoked a rule allowing the Court to reassign ownership of any real or personal property within the jurisdiction of the Court. The decision is a reminder to Delaware litigants of the broad authority of the Court and its willingness to issue “extraordinary remedies” to ensure a fair and equitable result.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Matthew J. Dolanhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngMatthew J. Dolan2023-01-04 09:07:392023-01-03 16:04:20Coordinated Contempt Leads to Unprecedented Remedy
Special Committee Chair Dismissed in Post-Trial Win
On December 27, 2022, after a 10-day bench trial in July and August 2022 and post-trial argument, the Court granted Plaintiffs’ stipulation to voluntarily dismiss Renée James, the Chair of a Special Committee of the Oracle Board in In re Oracle Derivative Litigation, 2017-0337-SG, a shareholder derivative litigation case arising out of Oracle’s US$9.3 billion acquisition of NetSuite. This case is one of the rare post-Cornerstone director independence cases to proceed to trial, following an investigation and decision by a special litigation committee to return the case to the shareholder Plaintiffs to pursue. The case was also procedurally unique as Plaintiffs opted to dismiss James following the 10-day trial and post-trial argument, rather than wait for an opinion from the Court.
(more…)
Jaime A. Bartlett
San Francisco
jbartlett@sidley.com
Stephen Chang
San Francisco
stephen.chang@sidley.com
Collision Course: The Consequences of Conflicting Forum-Selection Provisions
On January 6, 2023, Vice Chancellor Laster issued an opinion in Fairstead Capital Management LLC v. Blodgett concerning a “dispute-resolution collision” between two applicable forum-selection clauses. The collision arises from the termination of a principal of an investment fund, whose partners fired him for allegedly breaching his employment agreement and also cancelled his member interests in two LLCs that owned rights to the profits generated by the fund. Unhappy with his ouster, the former principal wanted to litigate against his former partners and the LLCs. But that raised the question at the core of this Vice Chancellor Laster’s opinion: where to litigate?
(more…)
Heather Benzmiller Sultanian
Chicago
hsultanian@sidley.com
Rebecca B. Shafer
Chicago
rshafer@sidley.com
Court Takes Buzzsaw To Bid To Arbitrate Claims Against Buzzfeed
The Delaware Court of Chancery recently held that BuzzFeed was not required to arbitrate stock conversion claims brought by its former employees following Buzzfeed’s 2021 SPAC merger. Vice Chancellor Zurn granted BuzzFeed and its officers and directors an anti-arbitration injunction and rejected Plaintiffs’ argument that the Court of Chancery lacked subject matter jurisdiction over the claims. In doing so, the court offered a thoughtful application of contract law and law on arbitrability to a post-SPAC transaction dispute.
(more…)
Ian M. Ross
Miami
iross@sidley.com
Stephanie Peral
Miami
speral@sidley.com
ISS and Glass Lewis Proxy Voting Policy Updates for the 2023 Proxy Season
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have updated their proxy voting policies for shareholder meetings held on or after February 1, 2023 (ISS) or January 1, 2023 (Glass Lewis). This Sidley Update summarizes the changes in proxy voting policies that apply to U.S. companies and provides some practical considerations.
Enhanced Scrutiny Contributors
delawarelit@sidley.com
Trial Judgment “Knocks The Stuffing” Out Of Putative Derivative Suit Relating To Opioid Distribution
Last month, Delaware’s Court of Chancery issued two significant decisions in a stockholder litigation involving AmerisourceBergen Corporation (the “Company”) and its wholesale distribution of prescription opioids in the United States. Together, the decisions provide companies and their directors and officers with further guidance regarding the viability of so-called Caremark claims alleging breaches of fiduciary duties.
(more…)
Andrew W. Stern
New York
astern@sidley.com
Hille R. Sheppard
Chicago
hsheppard@sidley.com
Vincent J. Margiotta
New York
vmargiotta@sidley.com
Sidley Perspectives on M&A and Corporate Governance: 2022 Year-in-Review
Each quarter, Sidley publishes Sidley Perspectives on M&A and Corporate Governance, a newsletter designed to capture what we consider the more significant legal developments in M&A, corporate governance, and related areas. As we begin a new year, Sidley would like to share as a resource for our readers a hyperlinked list of Sidley-authored articles that were included or referenced in the newsletter during 2022. The list, available here, serves as somewhat of a year-in-review covering the key developments in 2022.
(more…)
Enhanced Scrutiny Contributors
delawarelit@sidley.com
Coordinated Contempt Leads to Unprecedented Remedy
The Delaware Court of Chancery (the Court) recently issued an unprecedented order to divest shares in a Delaware corporation. In In re Stream TV Networks, Inc. Omnibus Agreement Litigations, Vice Chancellor Laster found that the divested parties acted in contempt to circumvent a prior decision of the Court and, as a remedy, invoked a rule allowing the Court to reassign ownership of any real or personal property within the jurisdiction of the Court. The decision is a reminder to Delaware litigants of the broad authority of the Court and its willingness to issue “extraordinary remedies” to ensure a fair and equitable result.
(more…)
Matthew J. Dolan
Palo Alto
mdolan@sidley.com
Adrian Zhang
New York
adrian.zhang@sidley.com
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Andrew W. Stern
astern@sidley.com
Charlotte K. Newell
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Matthew J. Dolan
mdolan@sidley.com
Jim Ducayet
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Yolanda C. Garcia
ygarcia@sidley.com
James Heyworth
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Alex J. Kaplan
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Jon Muenz
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Ian M. Ross
iross@sidley.com
Hille R. Sheppard
hsheppard@sidley.com
Heather Benzmiller Sultanian
hsultanian@sidley.com
Robert S. Velevis
rvelevis@sidley.com