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The Bulletin - Summer 2016

  • For Whom the Statute Tolls: An Update

    Margaret Mazzeo, Johnston (Jay) Whitman, Jr.

    Below, we provide an update on the discussion of the appeal pending before the United States Court of Appeals for the Third Circuit in North Sound Capital LLC v. Merck & Co., Inc., No. 16-8012, which was discussed at length in the KTMC Winter 2016 Bulletin, as well as a recent decision by the... Read more >

  • Kessler Topaz Causes StemCells, Inc. and Cogent Communications Holdings, Inc. to Repeal Illegal Bylaws Intended to Deter Stockholder Litigation

    In May 2014, corporate boards across the country began adopting bylaws designed to prevent stockholders from exercising their rights to bring class and derivative litigation challenging corporate wrongs. These restrictive provisions included “fee-shifting” bylaws, which required plaintiffs to pay... Read more >

  • When Does Price Matter? Best Buy and the Presumption of Reliance

    Ryan Degnan

    On April 12, 2016, the United States Court of Appeals for the Eighth Circuit issued a significant decision that may have important ramifications for plaintiffs asserting class action claims under the federal securities laws. In IBEW Local 98 Pension Fund v. Best Buy Co., Inc., et al., 818 F.3d 775... Read more >

  • The Supreme Court Opens the Door to Statistical Evidence in Class Actions

    Melissa Troutner

    On March 22, 2016, the Supreme Court of the United States issued an eagerly-anticipated decision concerning the use of statistical evidence to prove liability in class and collective actions. In Tyson Foods, Inc. v. Bouaphakeo, the Court affirmed a jury verdict that relied on a statistical analysis... Read more >

  • Delaware Court of Chancery Provides Slight Vindication for Shareholders in Dell Appraisal

    Grant Goodhart III

    On May 31, 2016,Vice Chancellor J. Travis Laster ruled that Dell shareholders were underpaid by almost $4.00 per share in Dell’s management- led buyout in 2013. According to Vice Chancellor Laster, the buyout price of $13.88 per share did not reflect the true “intrinsic value” of Dell, which the... Read more >

  • Secret Merger Scheme Exposed and Eliminated Through REIT Litigation

    Stacey Greenspan, Lee Rudy

    In the spring of 2016, Kessler Topaz commenced litigation that exposed a secret merger plan to “roll up” a series of related companies into their parent. The firm exposed this plan through its own internal investigation, which included blockbuster testimony from a former corporate director who... Read more >

  • Kessler Topaz Leading Litigation Against Facebook, Inc. and Mark Zuckerberg Challenging Entrenchment Scheme

    Matthew Goldstein

    Controlling stockholders owe fiduciary duties to minority stockholders. Among other things, controllers cannot cause the corporation to effect a transaction that would benefit the controller at the expense of the minority.1 Kessler Topaz is currently leading stockholder litigation against the... Read more >