Joseph M Mclaughlin

December 13, 2017 | New York Law Journal

Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern write: Last month, the U.S. Court of Appeals for the Second Circuit held as a matter of first impression in this circuit that direct evidence of price impact is not always necessary to demonstrate market efficiency (as required to invoke the 'Basic' presumption), and a defendant's rebuttal burden is one of persuasion (not production), and defendant must show the absence of price impact by a preponderance of the evidence.

By Joseph M. McLaughlin and Shannon K. McGovern

30 minute read

August 09, 2017 | Delaware Business Court Insider

Until the Delaware Supreme Court provides definitive word, managers and stockholders of Delaware corporations must make strategic decisions based on conflicting guidance on whether successive stockholders are barred from seeking to relitigate demand futility allegations.

By Joseph M. McLaughlin and Yafit Cohn

13 minute read

August 09, 2017 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn of Simpson Thacher & Bartlett write: Until the Delaware Supreme Court provides definitive word, managers and stockholders of Delaware corporations must make strategic decisions based on conflicting guidance on whether successive stockholders are barred from seeking to relitigate demand futility allegations.

By Joseph M. McLaughlin and Yafit Cohn

28 minute read

June 07, 2017 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn discuss the recent Second Circuit decision in 'Whalen v. Michaels Stores', in which the court held that the plaintiff in that consumer data breach action did not allege injury sufficient to satisfy the constitutional standing requirement.

By Joseph M. McLaughlin and Yafit Cohn

12 minute read

April 12, 2017 | New York Law Journal

Joseph M. McLaughlin and Yafit Cohn of Simpson Thacher & Bartlett discuss a question generating dispute: Is a corporate employee who reports an employer's possible violation of the securities laws to a supervisor or internal compliance officer—but not to the SEC—considered a "whistleblower" entitled to protection from retaliation under Dodd-Frank? Courts that have considered this question have reached differing conclusions.

By Joseph M. McLaughlin and Yafit Cohn

19 minute read

February 08, 2017 | New York Law Journal

Corporate Litigation columnists Joseph M. McLaughlin and Yafit Cohn review a recent Delaware decision that again signals those courts will closely scrutinize personal and business relationships that are asserted as compromising a director's ability to consider a pre-suit demand impartially.

By Joseph M. McLaughlin and Yafit Cohn

19 minute read

December 07, 2016 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn, of Simpson Thacher & Bartlett, examine 'In re The Home Depot, Inc. Shareholder Derivative Litigation', which weighed in on a recurring question regarding the demand requirement on which courts have differed: whether pre-suit demand is required for claims alleging a violation of Section 14(a) of the Securities Exchange Act of 1934. 'Home Depot' is the latest in a series of shareholder derivative actions arising from high-profile data breaches to be dismissed in recent years, with the court holding that Delaware's demand requirement applies equally to Section 14(a) claims.

By Joseph M. McLaughlin and Yafit Cohn

21 minute read

October 12, 2016 | New York Law Journal

Corporate Litigation columnists Joseph M. McLaughlin and Yafit Cohn provide insight from the case 'SEC v. Jensen', where the U.S. Court of Appeals for the Ninth Circuit provided needed guidance on the scope of distinct requirements under the Sarbanes-Oxley Act—the certification requirement and the clawback provision.

By Joseph M. McLaughlin and Yafit Cohn

16 minute read

August 10, 2016 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn write: Where the right to advancement of legal fees is provided in both corporate bylaws and an indemnification agreement, and the scope of the advancement rights provided therein differs, the question arises whether the two agreements should be read together or separately. A recent Delaware Court of Chancery opinion provides guidance.

By Joseph M. McLaughlin and Yafit Cohn

24 minute read

June 09, 2016 | New York Law Journal

Joseph M. McLaughlin and Yafit Cohn write that recent Delaware decisions addressing whether email communications exchanged between corporate directors or officers on their personal email accounts or personal devices qualify as documents in the corporation's possession or control, and therefore subject to inspection by stockholders, have reached varying results.

By Joseph M. McLaughlin and Yafit Cohn

11 minute read