Casemaker Libra

Shareholder Litigation in Washington State

Publication Year: 2014   Publication Type: Deskbook

Description:

This volume provides a ready reference for the Washington practitioner faced with potential shareholder litigation or considering legal remedies on behalf of a shareholder of a Washington corporation. The editorial board was made up of five members of the securities defense bar and five members whose practice has traditionally been on the plaintiffs’ side of securities litigation, thus ensuring a non-biased and fair description of the state of Washington law related to those issues that are most commonly raised in shareholder litigation.

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Editors:
Charles J. Ha (Editor-in-Chief), Daniel J. Dunne, Juli E. Farris, Erin K. Flory, Barry M. Kaplan, Stellman Keehnel, Brendan T. Mangan, Lynn Lincoln Sarko, Richard “Rick” Spoonemore, David F. Taylor

Authors:
Melissa Anderson, Karen Bloom, Joseph E. Bringman, Andrew R. Escobar, John A. Goldmark, Charles J. Ha, Angie Jones, Barry M. Kaplan, Stellman Keehnel, David Keenan, Sean Knowles, Brendan T. Mangan, Wright Noel, Austin Rice-Stitt, R. Omar Riojas, Emily S. Schlesinger, David F. Taylor

Table of Contents:

	Title
	Introduction
	About the Authors and Editors
	Chapter 1 Shareholder Suits Under the Washington State Securities Act   §1.1 Introduction   §1.2 Overview and Legislative History §1.3 The Elements for Establishing Primary Liability §1.4 Remedies   §1.5 Violation of Registration Provisions §1.6 Secondary Liability §1.7 Other Considerations
	Chapter 2 Duties of Officers and Directors   §2.1 Introduction   §2.2 Overview of Corporate Governance: Duties of Directors and Officers §2.3 Duty of Care §2.4 Duty of Loyalty   §2.5 Duty of Good Faith   §2.6 Other Duties of Directors and Officers
	Chapter 3 Derivative Lawsuits   §3.1 Introduction   §3.2 Overview of Derivative Actions §3.3 Shareholder Standing and Related Issues §3.4 The Demand Requirement §3.5 Procedural Considerations §3.6 The Business Judgment Rule §3.7 The Corporation and the Parties §3.8 Attorney-Client Privilege and the Work Product Doctrine §3.9 Settlement §3.10 Attorney Fees
	Chapter 4 Protection Of Directors and Officers From Liability—Exculpation, Indemnification, and Insurance   §4.1 Introduction §4.2 Exculpation Clauses §4.3 Indemnification and Advancement of Expenses §4.4 Director and Officer (D&O) Insurance
	Chapter 5 Merger-Related Litigation   §5.1 Introduction   §5.2 Governing Law   §5.3 Standing to Challenge Mergers   §5.4 Statutory Requirements for Merger Transactions §5.5 The Duty of Care §5.6 The Duties of Loyalty and Good Faith   §5.7 The Business Judgment   §5.8 Merger-Related Disclosures   §5.9 Corporate Waste §5.10 The Mechanics of Litigating Merger Challenges   §5.11 The Anti-Takeover Statute
	Chapter 6 Other Shareholder Actions   §6.1 Introduction §6.2 Shareholder Dissenters' Rights §6.3 Shareholder Right to Inspect Books and Records