By: Jeffrey M. Haber The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters …
By: Jeffrey M. Haber It is well-settled that a plaintiff asserting a derivative claim seeks to recover for injury to thebusiness entity. A plaintiff asserting a direct claim seeks redress …
By: Jeffrey M. Haber In prior articles, we have examined the rules governing the bringing of shareholder derivative litigations (e.g., here and here). Among other things, we discussed the rule …
By: Jeffrey M. Haber In today’s article, we examine three principles of law that can spell the end of a litigation: disclaimer clauses, merger or integration clauses, and derivative standing. …
Over the past several months, this Blog has examined cases in which plaintiffs brought contract claims and fraud claims in the same action (here, here and here). As discussed in …
Derivative actions are brought by current shareholders of a company to redress the harm (monetary or equitable) incurred by the company as the result of officer/director self-dealing, breaches of fiduciary …
A shareholder’s derivative action is a lawsuit “brought in the right of a … corporation to procure a judgment in its favor, by a holder of shares or of voting …
