The shareholder lawsuit is the primary vehicle for enforcing corporate law. While closely related fields like securities regulation rely on private shareholder lawsuits to supplement the enforcement work of public regulators like the Securities Exchange Commission, corporate law enforcement depends largely on private rights of action brought by aggrieved investors and their lawyers. The purpose of these lawsuits is straightforward: to induce corporate fiduciaries like boards and managers to abide by the duties of loyalty and care in overseeing the corporation. There are many situations that implicate these fiduciary duties, but none that are as fraught with conflict and temptation as mergers and acquisitions (M&A). Not surprisingly, M&A generates a significant amount of litigation. This chapter assesses the evidence on a key facet of that litigation: the selection of lead plaintiffs and lead counsel.
David H. Webber,
Lead Plaintiffs and Lead Counsel in Deal Litigation
Available at: https://scholarship.law.bu.edu/faculty_scholarship/397
Published as: "Lead Plaintiffs and Lead Counsel in Deal Litigation," in Research Handbook on Mergers & Acquisitions 319, Claire A. Hill & Steven D. Solomon, eds., Edward Elgar (2016).