"This survey was prepared by attorneys in the various states, under the auspices of the American Bar Association's Litigation Section Class Actions and Derivative Suits Subcommittee on State Laws, co-chaired by Fabrice Vincent and Dennis Egan." --

"This survey was prepared by attorneys in the various states, under the auspices of the American Bar Association's Litigation Section Class Actions and Derivative Suits Subcommittee on State Laws, co-chaired by Fabrice Vincent and Dennis Egan." --

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.

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.

Corporate litigation has changed dramatically over the past twenty-five years. In 1995, Congress adopted the Private Securities Litigation Reform Act, which made it much harder for shareholders to file securities class actions. Delaware courts recently announced that they will review settlements in merger class actions much more strictly. And boards of directors are now empowered to include new rules for shareholder lawsuits in corporate charters and bylaws. Yet one type of shareholder lawsuit has stayed largely untouched from these legal developments -- shareholder derivative suits. These suits face the same problems today that they have faced for decades, despite garnering little attention from legal reformers. This book chapter first explains how shareholder derivative suits have stayed under the legal radar for so long. It then argues that the time has come for the legal system to re-examine its approach to these suits.