Research Handbook on Representative Shareholder Litigation
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Research Handbook on Representative Shareholder Litigation

Edited by Sean Griffith, Jessica Erickson, David H. Webber and Verity Winship

Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
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Chapter 12: Disclosure settlements in the state courts post-Trulia: practicalconsiderations

James L. Gale

Abstract

This chapter takes a close look at shareholder class actions following the Delaware Court of Chancery’s 2016 opinion in In re Trulia, Inc. subjecting disclosure settlements to heightened judicial scrutiny. Although Trulia reduced the number of disclosure settlements in Delaware, plaintiffs have shown continued willingness to present such settlements in courts outside of Delaware, where judges may face substantive and procedural obstacles to applying the same standards. The chapter reports on the considerations facing judges outside of Delaware in evaluating disclosure settlements under Trulia. First, it draws a distinction between the corporate benefit doctrine and the common fund doctrine to shed light on how Trulia may be applied differently in different states. The chapter then discusses the considerations involved when a court is to apply Delaware law or another state’s laws including class action procedures, professional responsibility regarding attorney’s fees, and evidentiary rules in assessing the materiality of disclosures.

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