An increasing number of shareholder lawsuits alleging that Delaware corporations are publishing false or misleading proxy information are being filed in other jurisdictions and often resolved by applying Delaware General Corporation Law. Some experts say that the lawsuits are filed out-of-state because the Court of Chancery is often quick to dismiss such claims, but one plaintiffs attorney who has litigated such suits says that the jurisdiction is determined solely by the case’s facts.
Twenty-four complaints alleging inadequate disclosures were filed in 2012, according to data from Cornerstone Research Inc., a San Francisco consulting firm that analyzes corporate lawsuits. Of those cases, roughly 20 focused on disclosures related to executive compensation, also known as say-on-pay cases.
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