Will Delaware's Decision in Allegran Botox the Wrinkles in Securities Litigation?

摘要

The life of the law has not been logic and it's hard to find a better example of Holmes's famous dictum than the rules governing American corporations. There are plenty of incongruities in this jurisprudence and the Delaware Supreme Court has just tried to rectify one in a case involving Allergan, Inc. entitled Pyott v. Louisiana Municipal Police Employees Retirement System. There a vice-chancellor in a lower Delaware court had allowed a derivative suit against the management of that company to go forward even though an identical action had been dismissdismissed by a California federal court. The Vice-Chancellor would have let the matter proceed in Delaware because he found the corporation's representation in the California case was inadequate.