How Settling Stockholders Can Tilt the Playing Field Before Dissenting Investors Can Appear

When class-action or derivative plaintiffs and corporate defendants decide to settle stockholder litigation, both parties seek to secure court approval of their deal with a minimum of interference. In a recent settlement, the parties secured approval from the Delaware Court of Chancery of a scheduling order that, by design or scrivener’s error, gives any objector only three days to respond to arguments in favor of settlement.


Florida Appellate Court Adopts Rigorous Standard for Disclosure Settlements in M&A Litigation

On July 13, 2018, Florida’s Second District Court of Appeal adopted a new standard for trial court review of “disclosure settlements” in mergers and acquisitions class actions in Florida.  In such settlements, a stockholder plaintiff agrees to release class claims against corporate defendants in exchange for additional pre-merger proxy disclosures, and then seeks a court-approved…


Cornerstone Research: High Dismissal Rate of M&A Class Actions “Troubling”

Last week, Cornerstone Research published Securities Class Action Filings — 2017 Year in Review, which confirms what other studies have shown:  federal securities class actions reached record levels in 2017, largely due to the continuing surge in lawsuits challenging mergers and acquisitions.  The report notes that M&A class actions experience a particularly high dismissal rate: 78…


Seventh Circuit a Refuge From Record Pace of Securities Filings

NERA Economic Consulting has published the latest in a number of studies highlighting the record number of federal securities class action lawsuits in 2017. The report’s wealth of data compliments the recent survey in The Shifting Tides of Merger Litigation and a similar analysis by Kevin M. LaCroix of the D&O Diary. According to NERA, class action lawsuits…


Cain et al. Release Updated Figures on M&A Litigation

Matthew D. Cain, Jill Fisch, Steven Davidoff Solomon and Randall S. Thomas have updated The Shifting Tides of Merger Litigation, a paper that surveys trends in mergers and acquisitions (M&A) class action litigation.  The new version adds updated statistics for the first ten months of 2017, including two important data points.  First, the overall rate of M&A litigation (as…


Forum-Selection Bylaws as Defense-Side Options — Drulias v. 1st Century Bancshares, Inc.

Do defendants who agree to settle mergers and acquisitions litigation in one state, despite a forum selection bylaw in favor of another state’s courts, implicitly waive the right to enforce the bylaw if the settlement falls through?  A trial court decision from California, Drulias v. 1st Century Bancshares, Inc,1 has held that they do not.  The decision,…


Indiana Federal Court Rejects Disclosure-Only Settlement

Margrave Law, together with Einterz & Einterz, successfully represented a stockholder objector in a challenge to a disclosure-only M&A settlement before the United States District Court for the Southern District of Indiana. On August 16, 2017, the Indiana court held that none of the supplemental disclosures offered as consideration to stockholders were plainly material and…


Cornerstone Research Releases Securities Class Action Filings – 2017 Midyear Assessment

Cornerstone Research today issued its 2017 Midyear Assessment of securities class action litigation, showing a record level of securities fraud filings.  The report confirms what other analyses have concluded:  stockholder plaintiffs and their counsel responded to the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016)…


Margrave Law Presents at UCLA Conference: “Can Delaware Be Dethroned?”

On February 17, 2017, Anthony Rickey, along with William B. Chandler III of Wilson Sonsini Goodrich & Rosati, presented The Trouble with Trulia:  Re-evaluating the Case for Fee-Shifting Bylaws as a Solution to the Overlitigation of Corporate Claims at a conference hosted by UCLA School of Law’s Lowell Milken Institute for Business Law and Policy.  Discussion of The…