Joseph M Mclaughlin

August 07, 2019 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern discuss 'Marchand v. Barnhill', which reminds practitioners that courts will scrutinize board members’ close personal relationships with management when analyzing demand futility and that directors’ duty to monitor does have substance.

By Joseph M. McLaughlin and Shannon K. McGovern

8 minute read

June 12, 2019 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern discuss the Delaware Court of Chancery's decision in 'City of Tamarac Firefighters' Pension Tr. Fund v. Corvi', which reminds practitioners of the steep burden facing a derivative plaintiff seeking to plead that a board wrongfully refused its pre-litigation demand and provides guidance on several recurring aspects of board responses to demands

By Joseph M. McLaughlin and Shannon K. McGovern

10 minute read

April 10, 2019 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern discuss recent Delaware Court of Chancery decisions that have offered fine-grained guidance on the governance procedures a company must follow to invoke the adversity exception to directors' access, and the scope of permissible restrictions on access to company information.

By Joseph M. McLaughlin and Shannon K. McGovern

11 minute read

February 13, 2019 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern write: Last year, the Ninth Circuit diverged from a nearly 50-year consensus, holding in 'Varjabedian v. Emulex Corp.' that mere negligence is enough to plead and prove a claim for a material misstatement or omission under Exchange Act §14(e). The Supreme Court recently granted certiorari to resolve the resulting Circuit split, the resolution of which will surely affect the number of federal securities lawsuits challenging mergers consummated through tender offers.

By Joseph M. McLaughlin and Shannon K. McGovern

9 minute read

December 12, 2018 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern write: “Mootness fees” to plaintiffs' counsel after a voluntary dismissal have become a standard feature of deal litigation resolved before a stockholder motion to enjoin a transaction based on alleged proxy disclosure deficiencies is decided. The authors explain the important differences between disclosure-only settlements and mootness fees when resolving such litigation and discuss a recent relevant decision currently on appeal to the Seventh Circuit.

By Joseph M. McLaughlin and Shannon K. McGovern

9 minute read

October 10, 2018 | New York Law Journal

Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern discuss 'Akorn v. Fresenius Kabi AG', which has drawn considerable interest as the first decision applying Delaware law that found an MAE warranting a buyer's exercise of merger termination rights. While 'Akorn' may embolden future parties to test the breadth of their own MAE provisions, the decision appears driven by extraordinary facts and now awaits review in the Delaware Supreme Court.

By Joseph M. McLaughlin and Shannon K. McGovern

9 minute read

August 08, 2018 | New York Law Journal

Corporate Litigation columnists Joseph McLaughlin and Shannon McGovern discuss the use and limits of issue certification.

By Joseph M. McLaughlin and Shannon K. McGovern

1 minute read

June 13, 2018 | New York Law Journal

Corporate Litigation columnists Joseph McLaughlin and Shannon McGovern discuss the Supreme Court's recent grant of certiorari to decide the propriety and potential limits of cy pres settlements.

By Joseph M. McLaughlin and Shannon K. McGovern

1 minute read

April 11, 2018 | New York Law Journal

Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern write: The Delaware Supreme Court recently clarified the limits of the stockholder ratification defense in litigation challenging director compensation awarded under the parameters of a stockholder-approved compensation plan.

By Joseph M. McLaughlin and Shannon K. McGovern

9 minute read

February 07, 2018 | New York Law Journal

Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern write: A recent Delaware Supreme Court en banc decision has ended uncertainty in Delaware and potentially elsewhere introduced when two Court of Chancery decisions urged that a longstanding derivative preclusion rule violates due process.

By Joseph M. McLaughlin and Shannon K. McGovern

9 minute read