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Full-Text Articles in Law
Mootness Fees, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall Thomas
Mootness Fees, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall Thomas
All Faculty Scholarship
In response to a sharp increase in litigation challenging mergers, the Delaware Chancery Court issued the 2016 Trulia decision, which substantively reduced the attractiveness of Delaware as a forum for these suits. In this Article, we empirically assess the response of plaintiffs’ attorneys to these developments. Specifically, we document a troubling trend—the flight of merger litigation to federal court where these cases are overwhelmingly resolved through voluntary dismissals that provide no benefit to the plaintiff class but generate a payment to plaintiffs’ counsel in the form of a mootness fee. In 2018, for example, 77% of deals with litigation were …
Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady
Pepperdine Law Review
No abstract provided.
Rescuing Expedited Discovery From The Commodity Futures Trading Commission & Returning It To Fed. R. Civ. P. 26(D)(1): Using A Doctrine's Forgotten History To Achieve Legitimacy, Jesse N. Panoff, Esq.
Rescuing Expedited Discovery From The Commodity Futures Trading Commission & Returning It To Fed. R. Civ. P. 26(D)(1): Using A Doctrine's Forgotten History To Achieve Legitimacy, Jesse N. Panoff, Esq.
Golden Gate University Law Review
For over a decade, judicial decisions have “authorized” the CFTC to conduct expedited discovery irrespective of 26(d)(1)’s structure and text. Instead, courts typically allow discovery because either: (i) “good cause” exists, or (ii) for no articulated reason at all. Consider that the so-called Good-Cause Test merely proclaims, “[g]ood cause exists for the plaintiff [CFTC] to conduct expedited discovery . . . .” Hence, judicial decisions have developed the doctrine in ways that are attenuated from 26(d)(1). The overall result is if the Commission asks for accelerated discovery, then courts will grant such relief. This is somewhat unsurprising because the very …
Federal Discovery Stays, Gideon Mark
Federal Discovery Stays, Gideon Mark
University of Michigan Journal of Law Reform
In federal civil litigation, unless a discretionary stay is granted, discovery often proceeds while motions to dismiss are pending. Plaintiffs with non-meritorious cases can compel defendants to spend massively on electronic discovery before courts ever rule on such motions. Defendants who are unable or unwilling to incur the huge up-front expense of electronic discovery may be forced to settle non-meritorious claims. To address multiple electronic discovery issues, Congress amended the Federal Rules of Civil Procedure in 2006 and the Federal Rules of Evidence in 2008. However, the amendments failed to significantly reduce costs and failed to address the critical issue …
Loss Causation And Class Certification, Steven Serajeddini
Loss Causation And Class Certification, Steven Serajeddini
Michigan Law Review
Courts have long faced difficulty interpreting loss causation under Section 10b-5 of the Securities Act of 1934. This difficulty stems from the seemingly irreconcilable conflict between this core element of common law fraud and the procedural demands of Rule 23 of the Federal Rules of Civil Procedure, the typical vehicle for a 10b-5 class action. Recently, some courts and commentators have begun to consider loss causation as an individualized inquiry that is not common among class members, and one that therefore warrants consideration at the class certification stage. The existing justifications center on the conceptually distinct 10b-5 element of reliance, …
Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist
Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist
Michigan Law Review
The Securities Act of 1933 ("Securities Act") requires full and fair disclosure of the nature of securities sold in interstate and foreign commerce. Section 11 of the Securities Act prohibits false or misleading registration statements. It also provides buyers a private remedy for false or misleading statements against any signer of the registration statement, any partner or director of the issuer, any professional involved in preparing or certifying the statement, and any underwriter. The rule appears simple: if there is a material misstatement or omission in the registration statement, the buyer may sue the seller. Courts disagree, however, over how …
Stockholder's Derivative Actions By Holders Of Convertible Debentures, Robert A. Malstrom
Stockholder's Derivative Actions By Holders Of Convertible Debentures, Robert A. Malstrom
University of Michigan Journal of Law Reform
This article focuses on Federal Rule of Civil Procedure 23.1. That rule provides a particularly convenient vehicle for discussing the protective limitations which prevent abuse of the derivative action. Analogous protective limitations exist in the statutory or case law of most jurisdictions, therefore the discussion here applies equally to actions brought in the courts of many states. Moreover, the economic and public policy arguments presented are applicable to actions in both federal and state courts.
Shareholder Derivative Actions: A Modest Proposal To Revise Federal Rule 23.1, Robert A. Kessler
Shareholder Derivative Actions: A Modest Proposal To Revise Federal Rule 23.1, Robert A. Kessler
University of Michigan Journal of Law Reform
The purpose of this article is to suggest the addition of two words, "if necessary"-or better yet, the phrase "if necessary under the law of the forum state"-to clause (1) of Federal Rule of Civil Procedure 23.1. This Rule sets forth the requirements for a shareholder's derivative action in the federal courts.
Federal Antitrust Law - Stockholders' Remedies For Corporate Injury Resulting From Antitrust Violations: Derivative Antitrust Suit And Fiduciary Duty Action, William Y. Webb S.Ed.
Federal Antitrust Law - Stockholders' Remedies For Corporate Injury Resulting From Antitrust Violations: Derivative Antitrust Suit And Fiduciary Duty Action, William Y. Webb S.Ed.
Michigan Law Review
The question of what remedies are available to a stockholder whose corporation has been injured or is threatened with injury by acts violative of the federal antitrust laws is largely unexplored. The staggering fines suffered by a number of corporations in the recent electrical industry criminal antitrust convictions demonstrate, however, that the question is both timely and important. Moreover, its answer could have a great impact both upon the means of protecting corporate minority rights and upon the means of private enforcement of the federal antitrust laws. The stockholders' derivative suit affords two remedies which deal with these two points …
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Michigan Law Review
Plaintiff, owner of 50 percent of the stock in a theater corporation, brought a derivative action in federal court for treble damages for loss of profits allegedly suffered from defendant's violation of the antitrust laws. The district court sustained defendant's motion to dismiss. On appeal to the court of appeals, held, reversed and remanded. Under the new federal rules, a stockholder may bring a derivative action for treble damages under the antitrust laws. Fanchon & Marco, Inc. v. Paramount Pictures, Inc., (2d Cir. 1953) 202 F. (2d) 731.
Federal Procedure-Jurisdiction-Determination Of Amount In Controversy In Class Actions Under Federal Rule 23, James W. Callison
Federal Procedure-Jurisdiction-Determination Of Amount In Controversy In Class Actions Under Federal Rule 23, James W. Callison
Michigan Law Review
Plaintiff owned 50 shares of common stock valued at $950. She brought an action in behalf of herself and all other stockholders to enjoin a sale of unissued stock by the corporation to its president, claiming a violation of her preemptive right. The district court ruled on the merits. On appeal, held, the plaintiff's interest was but a small fraction of the $3,000 required to invoke the jurisdiction of the federal courts. Although the action was representative, the claims of other stockholders in a like situation could not be cumulated. Ames v. Mengel Co., (2d Cir. 1951) 190 …