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Shareholder Derivative Litigation: Besieging the Board

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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.

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.

Book #00631; looseleaf, one volume, 986 pages; published in 1995, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-344-0

Additional Information
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-344-0
Page Count 0
Edition 0
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Overview of Shareholder Derivative Litigation

§ 1.01 The Shareholder of the Modern Corporation
§ 1.02 The Shareholder Derivative Action: Definition
[1] A Working Example of Shareholder Litigation
[2] Defining the Derivative Suit and Distinguishing It from the Direct Action
§ 1.03 History
[1] Early History
[2] Derivative Suits Today
§ 1.04 Statutes Affecting Derivative Lawsuits 
[1] The Private Securities Litigation Reform Act (PSLRA)
[2] Securities Litigation Uniform Standard Act (SLUSA) of 1998
[3] The Sarbanes-Oxley Act of 2002
[4] The Dodd-Frank Wall Street Reform and Consumer Protection Act
[5] Corporate Bylaws
§ 1.05 Nature of the Derivative Suit

The Role of the Delaware Court of Chancery in Shareholder Derivative Litigation

§ 2.01 Introduction
§ 2.02 The Birth of Delaware’s General Corporations Law
§ 2.03 The Role of the Delaware Court of Chancery
[1] Influence of English Courts of Equity
[2] Establishment and Growth of Equity Jurisprudence in Delaware
§ 2.04 Conclusion

The Role of the Business Judgment Rule in Derivative Suits

§ 3.01 In General
[1] The Business Judgment Rule Defined
[2] The Entire Fairness Standard
[3] The Effect of Shareholder Ratification on Entire Fairness Analysis
[4] The Contemporary Reexamination of the Business Judgment Rule
§ 3.02 Rationale for the Business Judgment Rule
§ 3.03 Elements of the Business Judgment Rule

[1] Exercise of Business Judgment
[2] The Duty of Loyalty
[3] The Duty of Due Care
[4] “Good Faith” or “In the Best Interests of the Corporation”
§ 3.04 Fiduciary Duties in Context of Change of Corporate Control 
[1] Unocal and the Creation of the Change of Control Doctrine
[2] Revlon Duties
[3] Toys “R” Us
[4] Confidentiality Agreements—Martin Marietta Materials
Ralph C. Ferrara
Julia D. Pizzi

Julia Pizzi is an associate in the Litigation Departmentof of Proskauer Rose LLP. Julia focuses her practice on securities andcorporate governance litigation. She has experience in complex litigationmatters, including securities class actions and related individual andderivative actions. She also represents clients in international commercialarbitrations and general commercial disputes.

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