In a significant decision the week before the Christmas holiday, the Delaware Supreme Court, sitting en banc, reversed the Delaware Court of Chancery’s dismissal of Lebanon County Employees’ Retirement Fund v. Collis et al. (“Lebanon”), reinstating stockholder derivative claims against the directors of AmerisourceBergen Corporation arising out of the Company’s wholesale distribution of prescription opioids in the United States. Interested readers can view our blog’s prior discussion of the Court of Chancery’s dismissal here.
As this blog has highlighted, a number of judicial decisions on statutory demands to inspect books and records under Delaware’s Section 220 in recent years have emphasized the broad scope of types of materials to which courts will permit access, and the consequences faced by companies that have attempted to restrict access. Two recent Delaware Court of Chancery decisions provide a welcome reminder of the limitations on the scope of the inspection right. These cases are Jose Mellado, D.M.D. v. ACPDO Parent Inc. and Greenlight Capital Offshore Partners, LTD. v. Brighthouse Financial, Inc.
Sidley is pleased to share the December 2023 issue of Sidley Perspectives on M&A and Corporate Governance, a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters.
Rapid rulemaking and aggressive enforcement by the Securities and Exchange Commission (SEC), combined with legislative, judicial, and regulatory developments, have created new requirements and expectations for U.S. public companies. As we approach year end, such companies might consider taking the following actions in 2024: (more…)
In 2024, the Supreme Court will be looking once again at the federal securities laws in Macquarie Infrastructure Corp. v. Moab Partners, L.P., Dkt No. 22-1165. The question presented to the Court this time is: Whether the U.S. Court of Appeals for the Second Circuit erred in holding that a failure to make a disclosure required under Item 303 of SEC Regulation S-K can support a private claim under Section 10(b) of the Securities Exchange Act of 1934, even in the absence of an otherwise misleading statement. The Court thus is primed to resolve a split between the Second Circuit and three other courts—the Third, Ninth and Eleventh Circuits—and will contend with the reach of the court-created implied private right of action to enforce Section 10(b). (more…)
Naming a registered investment company will become more challenging now that the Securities and Exchange Commission has significantly broadened the scope of the rule governing fund names. Moreover, the SEC estimates that when the Names Rule goes into effect, three out of four registered funds will be subject to the new requirements.
Following a bench trial, the Delaware Court of Chancery recently denied a company director’s advancement of legal fees in connection with an alleged investigation into that director’s conduct. This is a double-rarity of sorts. Advancement disputes rarely go to trial, and advancement is rarely denied. As befits a post-trial ruling, unique facts resulted in a unique result.