Putting Stockholders First, Not the First-Filed Complaint

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Putting Stockholders First, Not the First-Filed Complaint

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Title: Putting Stockholders First, Not the First-Filed Complaint
Author: Strine, Leo Edward; Hamermesh, Lawrence A.; Jennejohn, Matthew C.

Note: Order does not necessarily reflect citation order of authors.

Citation: Leo E. Strine, Jr., Lawrence A. Hamermesh, & Matthew C. Jennejohn, Putting Stockholders First, Not the First-Filed Complaint (Harvard John M. Olin Discussion Paper Series, No. 740, Jan. 2013).
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Abstract: The prevalence of settlements in class and derivative litigation challenging mergers and acquisitions in which the only payment is to plaintiffs' attorneys suggests potential systemic dysfunction arising from the increased frequency of parallel litigation in multiple state courts. After examining possible explanations for that dysfunction, and the historical development of doctrines limiting parallel state court litigation -- the doctrine of forum non conveniens and the "first-filed" doctrine -- this article suggests that those doctrines should be revised to better address shareholder class and derivative litigation. Revisions to the doctrine of forum non conveniens should continue the historical trend, deemphasizing fortuitous and increasingly irrelevant geographic considerations, and should place greater emphasis on voluntary choice of law and the development of precedential guidance by the courts of the state responsible for supplying the chosen law. The "first-filed" rule should be replaced in shareholder representative litigation by meaningful consideration of affected parties' interests and judicial efficiency.
Published Version: http://www.law.harvard.edu/programs/olin_center/papers/pdf/Strine_740.pdf
Terms of Use: This article is made available under the terms and conditions applicable to Other Posted Material, as set forth at http://nrs.harvard.edu/urn-3:HUL.InstRepos:dash.current.terms-of-use#LAA
Citable link to this page: http://nrs.harvard.edu/urn-3:HUL.InstRepos:30064397
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