Related Research Articles
A class action, also known as a class-action lawsuit, class suit, or representative action, is a type of lawsuit where one of the parties is a group of people who are represented collectively by a member or members of that group. The class action originated in the United States and is still predominantly a US phenomenon, but Canada, as well as several European countries with civil law, have made changes in recent years to allow consumer organizations to bring claims on behalf of consumers.
Lawrence Joseph Ellison is an American business magnate and investor who is the co-founder, executive chairman, chief technology officer (CTO) and former chief executive officer (CEO) of the American computer technology company Oracle Corporation. As of September 2022, he was listed by Bloomberg Billionaires Index as the ninth-wealthiest person in the world, with an estimated fortune of $93 billion. Ellison is also known for his 98% ownership stake in Lanai, the sixth-largest island in the Hawaiian Archipelago.
The business judgment rule is a case law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge". The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia.
Mark Vincent Hurd was an American technology executive who served as Co-CEO and as a member of the board of directors of Oracle Corporation. He had previously served as Chairman, Chief Executive Officer, and president of Hewlett-Packard, before resigning in 2010. He was also on the Board of Directors of Globality and was a member of the Technology CEO Council and board of directors of News Corporation until 2010.
The Private Securities Litigation Reform Act of 1995, Pub.L. 104–67 (text)(PDF), 109 Stat. 737 ("PSLRA") implemented several substantive changes in the United States that have affected certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation, and awards fees and expenses.
A shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. Shareholder derivative suits are unique because under traditional corporate law, management is responsible for bringing and defending the corporation against suit. Shareholder derivative suits permit a shareholder to initiate a suit when management has failed to do so. To enable a diversity of management approaches to risks and reinforce the most common forms of corporate rules with a high degree of permissible management power, many jurisdictions have implemented minimum thresholds and grounds to such suits.
Safra Ada Catz is an American billionaire banker and technology executive. She is the CEO of Oracle Corporation. She has been an executive at Oracle since April 1999, and a board member since 2001. In April 2011, she was named co-president and chief financial officer (CFO), reporting to founder Larry Ellison. In September 2014, Oracle announced that Ellison would step down as CEO and that Mark Hurd and Catz had been named as joint CEOs. In September 2019, Catz became the sole CEO after Hurd resigned due to health issues.
Joseph Grundfest is an American academic. He is the William A. Franke Professor of Law and Business at Stanford Law School and co-director of the Rock Center on Corporate Governance at Stanford University. He joined Stanford's faculty in 1990 after having served for more than four years as a Commissioner of the United States Securities and Exchange Commission, a position to which he was appointed by President Ronald Reagan.
In re Caremark International Inc. Derivative Litigation, 698 A.2d 959, is a civil action that came before the Delaware Court of Chancery. It is an important case in United States corporate law and discusses a director's duty of care in the oversight context. It raised the question regarding compliance, "what is the board's responsibility with respect to the organization and monitoring of the enterprise to assure that the corporation functions within the law to achieve its purposes?" Chancellor Allen wrote the opinion.
NetSuite Inc. is an American cloud-based enterprise software company that provides products and services tailored for small and medium-sized businesses (SMBs) including enterprise resource planning, customer relationship management, accounts payable software, and inventory management software. NetSuite was founded in 1998 with headquarters in Austin, Texas. The company is widely seen as the first cloud computing software company, with its founding pre-dating that of Salesforce.com by about a month. Oracle Corporation acquired NetSuite for approximately US$9.3 billion in November 2016. The Oracle NetSuite Global Business Unit is managed by Executive Vice President Evan Goldberg as "Oracle’s Cloud ERP for Small and Mid-sized Enterprises".
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, was a landmark decision of the Delaware Supreme Court on hostile takeovers.
Cohen v. Beneficial Industrial Loan Corp., 337 U.S. 541 (1949), was a case decided by the United States Supreme Court in the wake of the decision in Guaranty Trust Co. v. York that signified a high deference to state law in choice of law issues for federal courts sitting in diversity.
Wallersteiner v Moir [1975] QB 373 is a UK company law case, concerning the rules to bring a derivative claim. The updated law, which replaced the exceptions and the rule in Foss v Harbottle, is now contained in the Companies Act 2006 sections 260-264, but the case remains an example of the likely result in the old and new law alike.
Smith v Croft [1988] Ch 114 is a UK company law case concerning derivative claims. Its principle that in allowing a derivative claim to continue the court will have regard to the majority of the minority's views has been codified in Companies Act 2006, section 263(4).
Corporate litigation in the United Kingdom is that part of UK company law which gives investors the right to sue the directors of a company, or vindicate another wrong to the company, particularly where the board of directors does not wish to act itself.
William T. Allen was a professor of corporate law at New York University law school, and the Chancellor of the Delaware Court of Chancery from 1985 to 1997. He also worked for the bank and business law firm Wachtell, Lipton, Rosen & Katz.
Joy v. North, 692 F.2d 880 is a US corporate law case, concerning the rules for bringing a corporate derivative suit. The case arose under Connecticut law, but the opinion extensively discussed by analogy the relevant standards under Delaware and New York law.
Zapata Corp v. Maldonado 430 A 2d 779 is a US corporate law case, concerning the derivative suits in Delaware.
References
- ↑ In re Oracle Corp. Derivative Litigation, 824A.2d917 ( Del. Ch. 2003).
This article incorporates text from this source, which is in the public domain . - ↑ Glater, Jonathan D. (2005-09-12). "Oracle's Chief in Agreement to Settle Insider Trading Lawsuit". The New York Times. ISSN 0362-4331 . Retrieved 2017-11-21.
- ↑ Frankel, Steven D. "The Oracle Cases Settlement: Too Charitable to Ellison and the Plaintiffs' Attorneys?".
