By Jay B. Kasner, Esq. & Scott D. Musoff, Esq. & Susan L. Saltzstein, Esq.
Plaintiffs filed 300 securities class actions in 2016 — a mark much higher than the annual average of 221 from 2011 to 2015. The number of filings in 2016 was the second-highest filing total in 15 years.
The pace of securities class action filings for 2016 was the highest since the aftermath of the 2000 dot-com crash. In 2016, a total of 300 securities class actions were filed in federal courts, while 262 were resolved.
In a stockholder challenge to a going-private merger by a controlling stockholder to buy out minority stockholders, the operative standard of review is ordinarily the most rigorous judicial review, entire fairness.
New York’s highest court recently adopted a more lenient standard for reviewing certain types of corporate transactions between companies and controlling shareholders, similar to that adopted two years ago by Delaware’s highest court.
By John P. Stigi, III, Esq. & John M. Landry, Esq. & Robin A. Achen, Esq.
Two recent Delaware Court of Chancery cases addressed the salutary effect of stockholder approval on the standard of review to be applied when evaluating damages claims in post-closing merger litigation.