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 13: Changing attitudes: the stark results of thirty years of evolution in Delaware M & A litigation

J. Travis Laster

Abstract

This chapter compares the way in which the Delaware Supreme Court applied enhanced scrutiny in M & A settings during the decade that followed the creation of the intermediate standard of review with the Delaware Supreme Court’s current approach to similar issues. The chapter cautions that the attitudes displayed in the early landmark decisions, and the results they reached, no longer hold. Current Delaware law supports the use of a single bidder sale process, prioritizes the contract rights of acquirers over the rights of sellside stockholders, and rules out targeted preliminary injunctions. In place of vigorous judicial enforcement, current Delaware law defers to the stockholders to protect themselves by voting down deals that adversely affect their interests. The chapter posits that while multiple factors contributed to this shift, the two most salient are the rise of institutional investors and the generalized failure of stockholder-led M & A litigation.

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