The Fourth Circuit recently reversed a grant of class certification in a securities fraud action against Boeing, adopting a rigorous approach for establishing class-wide predominance as to damages. In Office of General Treasurer on behalf of Employees Retirement System v. Boeing Co. (Boeing), the court held that plaintiffs had failed to present a sufficiently robust and detailed method for ascertaining damages under the Supreme Court’s decision in Comcast Corp. v. Behrend (Comcast). This decision reflects an application of Comcast that may present a significant procedural hurdle for plaintiffs seeking class certification and hints at a developing circuit split on the required level of rigor in applying Comcast.
Continue Reading Fourth Circuit Reverses Class Certification in Boeing Litigation, Establishing a High Bar Under ComcastCase Law Developments
Selected Issues for Boards of Directors in 2026
By Cleary Gottlieb on
Posted in AI, Antitrust, Boards of Directors, Case Law Developments, Corporate Governance, Corporate Law, Cybersecurity, Delaware Law, Disclosure and Reporting, Economic Sanctions and Foreign Investments, Enforcement, ERISA, ESG, Executive Compensation, Intellectual Property, Merger Litigation, Private Equity, Proxy Rules, Proxy Season, Restructurings, SEC and/or Securities Laws, SEC Guidance, Shareholder Activism, Tax
2026 promises to be a year that will demand both agility and strategic foresight from boards of directors and management as they navigate unprecedented challenges.
Drawing on insights from colleagues across Cleary Gottlieb’s global offices, our 2026 edition of Selected Issues for Boards of Directors examines the critical issues that dominated boardroom discussions in 2025 and identifies the emerging trends that will shape board agendas in the year ahead.
Continue Reading Selected Issues for Boards of Directors in 2026Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder Transactions
By Mark E. McDonald, James Hu & Arjan Heir on
On April 4, 2024, the Delaware Supreme Court issued its decision on a stockholder suit challenging the fairness of IAC/InterActiveCorp’s separation from its controlled subsidiary, Match Group, Inc.[1] In this decision, the Delaware Supreme Court provided clarity and guidance on two important issues involving the application of the MFW framework.
Continue Reading Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder Transactions