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NY Courts Disagree On California Demand Requirement

Unlike the federal courts and Delaware's Court of Chancery, California has a statutory demand requirement.  Section 800(b)(2) of the Corporations Code provides:

"The plaintiff alleges in the complaint with particularity plaintiff’s efforts to secure...

derivative action

What Is So Beneficial About Beneficial Ownership?

Shareholders are the persons who enjoy the most rights under the California General Corporation Law.  A "shareholder" is not just anyone with rights in the shares, Corporations Code Section 185 defines a "shareholder" as "a holder of record of...

derivative action

Delaware Special Litigation Committee Review "Could Stand A Good Tweaking"

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

To...

Auerbach v. Bennett, Delaware, derivative action, derivative suit, Derivative Suits, Nevada Corporations, SLC, Stephen Bainbridge, Zapata

Review Of Special Litigation Committee Recommendations

Yesterday's post limned the Nevada Supreme Court's adoption of New York's Auerbach standard of review for special litigation committee recommendations.  In re Dish Network Derivative Litigation, 133 Nev. Adv. Op. 61 (2017).  The Supreme Court...

derivative action, evidentiary hearing, In re Dish Network, Justice Kristina Pickering, Nevada Corporations, SLC, Special Litigation Committee

Shareholder Derivative Suit Or Derivative Action?

I have long puzzled over the question of which is correct - "derivative suit" or "derivative action"?  Historically, the term "suit" was used for proceedings in equity.  California courts have generally regarded shareholder derivative claims as...

Corporate Governance, Corporations Code, derivative action, derivative lawsuit, derivative suit, Grosset v. Wenaas, nelson v. Anderson, Section 2900, Section 800, Small v. Fritz

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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