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Ruling Shows That Boards Can’t (Always) Get Away With Doing Nothing

The Delaware Court of Chancery, in an October 2021 opinion, held that a board wrongfully refused a stockholder demand because it was “reasonable to infer that the directors just did not care about complying with the legal requirements of Delaware law.” The decision is a reminder to directors that their fiduciary duties do not permit them to cursorily refuse a legitimate stockholder demand, and a reminder to investors that they have meaningful legal options if a board refuses to remedy clear corporate misconduct.

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MoKa Files Derivative Suit Against Clover Health Over SPAC Omissions

Morris Kandinov LLP has filed a derivative complaint on behalf of a shareholder of Clover Health Investments, Corp. (CLOV) alleging, among other things, that the company concealed from investors, before going public through a SPAC, that the U.S. Department of Justice was actively investigating at least a dozen different matters relating to its business, which jeopardized the company’s ability to earn revenue through participation in the Medicare Advantage program.

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Suits Demand Docs On Activision Blizzard Harassment (Law360)

Five Activision Blizzard Inc. stockholders have sued the gaming company in Delaware’s Chancery Court for access to documents on allegations that the company’s board and senior managers fostered “a toxic corporate culture” that tolerated harassment and discrimination.

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Excessive Fee Cases End With Little Benefit And A Legacy Of Faulty Legal Analysis

The most recent wave of mutual fund fee litigation is now over and investors should not be happy with the result. The wave consisted of 25 or so cases alleging that the fees charged by mutual fund advisers were excessive. While a handful settled, most were dismissed at various procedural stages by federal judges who couldn’t find an excessive fee in the entire lot.

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Morris Kandinov Partners With Chicago Clearing Corporation

Morris Kandinov announced today that it has partnered with Chicago Clearing Corporation (“CCC”) to provide clients with industry-leading portfolio monitoring and class action claims processing services.  The firm will begin transitioning eligible retail, adviser and institutional clients to CCC’s platform, which provides a single source for tracking hundreds of securities, antitrust, and foreign cases filed each year. 

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Recent Focus On Insider Trading Through Rule 10b5-1 Plans Explained

The media, SEC and public have increased their focus recently on trading by company executives through so-called Rule 10b5-1 plans, which continues to be a problem for public companies, despite a downtick in insider trading cases filed by the SEC last year.  The interest has been generated, in part, by an academic paper, which spurred the SEC and Congress to reconsider the rules around trading plans.

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