Shareholder Derivative Litigation: Besieging the Board

by Ralph C. Ferrara, Julia D. Alonzo, Kevin T. Abikoff, Laura Leedy Gansler

Overview

Written for both the expert and the novice, this book not only reviews the legal framework for derivative actions but also provides a practical guide to the application of legal principles. Shareholder Derivative Litigation: Besieging the Board reviews each of the legal doctrines relevant to derivative actions, including the demand and standing requirements, potential board responses to demands, the use of special litigation committees, procedural issues in derivative litigation and the business judgment rule's application to derivative litigation.

This comprehensive legal study features an up-to-date listing of state derivative action statutes and rules, plus analysis of other significant developments, such as the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act on shareholder derivative litigation and recent case law concerning the demand requirement and attorneys' fees. It also delivers a wealth of useful working tools, including an easy to follow flow chart, relevant code sections and model forms.

Book #00631; looseleaf, one volume, 986 pages; published in 1995, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-344-0

Product Details

ISBN-13:	9781588523457
Publisher:	Law Journal Press
Publication date:	02/28/2024
Sold by:	Barnes & Noble
Format:	eBook
Pages:	1416
File size:	2 MB

About the Author

Ralph C. Ferrara
Corporate Defense Lawyer Ralph C. Ferrara is an experienced business law attorney and well-regarded author. His practice includes a wide range of litigation, business, regulatory and corporate governance matters. He represents corporations and individuals in complex securities class and shareholder derivative actions as well as contested mergers and acquisitions, advises corporate clients on SEC reporting and disclosure requirements, represents corporations and individuals in government investigations and enforcement proceedings, conducts corporate internal investigations, handles consumer financial services issues, and counsels corporate officers and boards on all of these matters.

Julia D. Alonzo
Julia D. Alonzo is a senior counsel in the Litigation Department of Proskauer Rose LLP with a focus on securities and corporate governance litigation. She is experienced in complex civil and securities matters and parallel proceedings, including shareholder derivative lawsuits, federal securities class actions, internal investigations, and Securities and Exchange Commission investigations.

 
Ralph C. Ferrara is the Managing Partner of the Washington, D.C. office of Dewey&LeBoeuf LLP. His practice includes a wide range of business regulatory and corporate governance matters; representing corporations and individuals in complex securities class and shareholder derivative actions; advising corporate clients on Securities and Exchange Commission reporting and disclosure requirements; representing corporations and individuals in government investigations and enforcement proceedings; and conducting corporate internal investigations and counseling corporate officers, committees and boards on these matters. Mr. Ferrar has argued on five occasions before the United States Supreme Court, and he has appeared in each of the Federal Circuit Courts of Appeal and represented clients in state and federal courts across the country. From 1978-1981, Mr. Ferrara served as General Counsel of the Securities and Exchange Commission. Prior to that, Mr. Ferrara was a trial attorney, special counsel, and branch chief in the Commission's Division of Enforcement, where he participated in numerous court proceedings. During his career with the Commission, Mr. Ferrara also has acted as Executive Assistant or Special Counsel to three Chairmen, Assistant General Counsel, and Special Counsel to the Chairman.
Kevin T. Abikoff is a partner, member of the Executive Committee and Co-Chairman of the Securities Litigation Practice Group of Hughes Hubbard&Reed LLP in Washington, D.C. He concentrates on securities class action litigation and enforcement, shareholder derivative litigation, internal investigations (including shareholder derivative investigations for board committees), Foreign Corrupt Practices Act counseling and enforcement, and corporate governance counseling and compliance. Mr. Abikoff is author of Corporate Governance: Avoiding and Responding to Misconduct and co-author of Shareholder Derivative Litigation: Besieging the Board, both published by Law Journal Press. He has written numerous articles on securities, anti-corruption and corporate governance issues and is a frequent lecturer on these and other topics. Prior to joining Hughes Hubbard&Reed LLP, Mr. Abikoff was Senior Vice President and General Counsel Corporate and Compliance of American General Corporation.
Ms. Gansler is Associate Vice President in FINRA's Office of Emerging Regulatory Issues. Previously she was Senior Counsel in the Office of the General Counsel of the Securities and Exchange Commission.