Publications Mar 22, 2017 First Circuit: Country Club Member Expected to Receive a “Personal Benefit,” as Defined in the Supreme Court’s Decisions in Dirks and Salman, for Tipping a Fellow Club Member Mar 22, 2017 Ninth Circuit: Dodd Frank Act’s Anti-Retaliation Provision Protects Whistleblowers Who Report Potential Misconduct Internally as Well as Whistleblowers Who Report to the SEC Mar 22, 2017 Central District of California: (1) Plaintiffs Cannot Plead Failure to Disclose a Material Risk Through Allegations of Fraud by Hindsight, and (2) “Absurd to Suggest” Exception to Core Operations Theory Requires More Than “Vague Quantifiers” Mar 22, 2017 Delaware Supreme Court: Business Judgment Rule Applies to Two-Step Section 251(h) Mergers If the Target Corporation’s Fully-Informed, Uncoerced Stockholders Tender a Majority of the Company’s Shares in a First-Step Tender Offer Mar 22, 2017 Delaware Chancery Court: Plaintiff Seeking Corporate Books and Records in a Section 220 Suit Must Be a Stockholder at the Time the Complaint is Filed