Shareholder Derivative Litigation: Besieging the BoardLaw Journal Press, 28. avg. 2013 - 600 strani Written for both the expert and the novice, this book not only reviews the legal framework for derivative actions but also provides a practical guide to the application of legal principles. Shareholder Derivative Litigation: Besieging the Board reviews each of the legal doctrines relevant to derivative actions, including the demand and standing requirements, potential board responses to demands, the use of special litigation committees, procedural issues in derivative litigation and the business judgment rule's application to derivative litigation. This comprehensive legal study features an up-to-date listing of state derivative action statutes and rules, plus analysis of other significant developments, such as the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act on shareholder derivative litigation and recent case law concerning the demand requirement and attorneys' fees. It also delivers a wealth of useful working tools, including an easy to follow flow chart, relevant code sections and model forms. |
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CHAPTER | 1-6 |
06 | 1-40 |
Demand Futility | 3-5 |
CHAPTER 14 | 3-14 |
Commenced | 4-1 |
CHAPTER 2 | 4-2 |
03 | 4-18 |
03A Effect of Bankruptcy on Shareholder | 4-24 |
11 | 15-2 |
1529 | 15-29 |
3 Involvement of the Insurance Carrier | 15-35 |
6 Notice to Shareholders | 15-42 |
168 | 16-1 |
APPENDIX | 16-21 |
Selected Provisions from the Model | 1 |
7 Obtaining Final Approval of | 7 |
06 | 4-41 |
CHAPTER 5 | 5-1 |
07 | 6-28 |
CHAPTER 7 | 7-7 |
CHAPTER 11 | 7-11 |
Merits in Reviewing a Demand | 7-29 |
03 | 8-11 |
04 | 8-17 |
06 | 8-22 |
08 | 8-27 |
10 | 8-33 |
11 | 8-46 |
03 | 9-1 |
01 | 10-1 |
CHAPTER 14 | 10-10 |
05 | 10-23 |
06 | 10-43 |
the Derivative Context 1112 | 11-1 |
CHAPTER 11 | 11-11 |
CHAPTER 12 | 11-22 |
4 Fiduciary Duties in Context of Change | 12-4 |
CHAPTER 13 | 13-2 |
3 Discovery Period 1324 | 13-25 |
Introduction | 13-34 |
CHAPTER 12 | 14-12 |
1 The Need for Separate Corporate | 15-1 |
APPENDIX E Selected Provisions from the American | 1 |
APPENDIX | 1 |
APPENDIX H Selected Provisions from | 1 |
TABLE OF CASES | 1 |
INDEX | 1-1 |
01 | 1-4 |
CHAPTER 1 | 9-1 |
1 Purposes of the Reform | 11-1 |
CHAPTER 3 | 11-3 |
CHAPTER 16 | 11-16 |
The Demand Requirement | 22-25 |
Overview of Shareholder Derivative Litigation | 27-41 |
Procedural Issues in Derivative Litigation | 27-41 |
Outside Director Liability in the Wake | xxi |
2 Content of the Demand | 3-1 |
02 | 3-7 |
04 | 3-13 |
03 | 3-14 |
07 | 3-25 |
were over 200000 Perhaps more significantly this number includes nearly 60 | 12-11 |
04 | 12-12 |
Fairness Standard | 16-1 |
Specialized Financial | 16-8 |
3 | |
4 | |
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2d Cir 9th Cir aff'd allege with particularity Antitrust apply approval attorney-client privilege attorneys behalf best interests board of directors business judgment rule cert claims class action Code Ann commenced committee's complaint conduct Corp corporation's counsel Court of Chancery decision defendants Delaware Supreme Court demand futility demand requirement denied derivative action derivative litigation derivative proceeding derivative suit determination director or officer disclosure disinterested dismissal or compromise faith federal fees filed foreign corporation holder indemnification independent directors infra insured investigation jurisdiction L.Ed LEXIS liability ment motion Newstar Ninth Circuit notice parties patent person plaintiff Procedure proposed settlement protection reasonable expenses S.Ct Sarbanes-Oxley Act Second Circuit Securities Litigation shareholder derivative shareholder's shareholders or members shares special litigation committee Stat statute stockholders subsection Supp Supp.2d supra Technicolor Third Circuit tion transaction U.S. Dist voting trust