Debating derivative actions in Legal Week
This week’s Legal Week - its monthly Global edition - contains an article of mine, Werner R. Kranenburg’s Debating derivatives, on US derivative actions against non-US corporations. What follows here are sources used, including two previous WV&Z posts which in turn include links to certain court documents, acknowledgements and annotations to the article.
A selection of the sources I have used, listing mainly the papers:
- Rule 23.1, Federal Rules of Civil Procedure (via Cornell Law School)
- Section 260 et seq, Companies Act 2006
- The Accident of Efficiency: Foreign Exchanges, American Depository Receipts, and Space Arbitrage, Brian P. Murray and Maurice Pesso (link to a later version than used)
- Before Competition: Origins of the Internal Affairs Doctrine, Frederick Tung (not used, found post-submission)
- BP Alaska derivative claim, Francis Kean and Roderic McLauchlan
- Enhanced directors duties, the new derivative action and other aspects of the Companies Act 2006, Dov Ohrenstein
- European litigation trends: March 2007, Freshfields Bruckhaus Deringer
- A Transatlantic Case: The Derivative Action as a Corporate Governance Tool, Irene Lynch-Fannon
- Shareholder Suits as a Technique of Internalization and Control of Management: A Functional and Comparative Analysis, Anne van Aaken
- Royal Dutch Shell Plc’s derivative settlement press release, including the notice to shareholders and the corporate governance principles
- WV&Z: ABN Amro: New York internal affairs
- WV&Z: In re BP Plc Derivative Litigation, where? (and subsequent posts on the action, see here)
I wish to gratefully acknowledge Brian P. Murray of Murray Frank & Sailer LLP, Adam Savett of Securities Litigation Watch and Stefan Winheller of Winheller Rechtsanwälte for their respective contributions of material. Any errors or omissions are of course my own and you are kindly invited to contact me with any feedback.
And finally some notes and updates: In the final paragraph of the article I state that the two plaintiffs in the BP action are American Depository Receipt holders; it would have been more accurate to have stated that the two filing plaintiffs are ADR holders. As discussed in a previous post on the action (as above), they were later joined by the London Pension Fund Authority, a UK shareholder. The defence argued the ADR and standing issue in its notice of removal of the action to Alaska district court (here, p.7).
The latest news in the case is that both the motion to dismiss and the motion for reconsideration of the motion to dismiss were denied, on the 17th and 30th of May respectively.