In Re Oracle Corp Derivative Litigation
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In Re Oracle Corp Derivative Litigation
''In re Oracle Corp. Derivative Litigation'', 824 A.2d 917 (Del. Ch. 2003) is a US corporate law case, concerning the derivative suits in Delaware. Facts A group of shareholders in the Oracle Corporation sought to bring a derivative suit on allegations of insider trading against the corporation's directors, mainly the Chief executive officer, CEO Larry Ellison, Donald Lucas, and Michael Boskin. The shareholders made a demand on the board to litigate, and this was rejected by the Special Litigation Committee (SLC). Héctor García-Molina, Hector Garcia-Molina and Joseph Grundfest, both Stanford University, Stanford professors and members of the board, were appointed to the SLC. These professor had extensive relationships with the directors. Therefore, the shareholders claimed the board was conflicted and asked the court for permission to bring the claim on the basis of the director's personal ties. Ellison, at the time, was very wealthy and was publicly considering extremely larg ...
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Delaware Court Of Chancery
The Delaware Court of Chancery is a court of equity in the American state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The chief judge is called the Chancellor, and the remaining judges are called Vice Chancellors. The chancellor and vice chancellors are nominated by the governor and confirmed by the state senate for 12-year terms. Jurisdiction The Court's jurisdiction is a hybrid of constitutional provisions, statutes, and case law. According to the Delaware Judicial Information Center The Court of Chancery has jurisdiction to hear and determine all matters and causes in equity. The general equity jurisdiction of the Court is measured in terms of the general equity jurisdiction of the High Court of Chancery of Great Britain as it existed prior to the separation of the American colonies. The General Assembly may confer upon the Court of Chancery additional stat ...
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Larry Ellison
Lawrence Joseph Ellison (born August 17, 1944) is an American business magnate and investor who is the co-founder, executive chairman, chief technology officer (CTO) and former chief executive officer (CEO) of the American computer technology company Oracle Corporation. As of November 2022, he was listed by ''Bloomberg Billionaires Index'' as the seventh-wealthiest person in the world, with an estimated fortune of $91 billion. Ellison is also known for his 98% ownership stake in Lanai, the sixth-largest island in the Hawaiian Archipelago. Early life and education Larry Ellison was born in New York City, to an unwed Jewish mother. His biological father was an Italian-American United States Army Air Corps pilot. After Ellison contracted pneumonia at the age of nine months, his mother gave him to her aunt and uncle for adoption. He did not meet his biological mother again until he was 48. Ellison moved to Chicago's South Shore, then a middle-class neighborhood. He remembers hi ...
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Delaware State Case Law
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ur ...
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United States Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ...
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Stanford University
Stanford University, officially Leland Stanford Junior University, is a private research university in Stanford, California. The campus occupies , among the largest in the United States, and enrolls over 17,000 students. Stanford is considered among the most prestigious universities in the world. Stanford was founded in 1885 by Leland and Jane Stanford in memory of their only child, Leland Stanford Jr., who had died of typhoid fever at age 15 the previous year. Leland Stanford was a U.S. senator and former governor of California who made his fortune as a railroad tycoon. The school admitted its first students on October 1, 1891, as a coeducational and non-denominational institution. Stanford University struggled financially after the death of Leland Stanford in 1893 and again after much of the campus was damaged by the 1906 San Francisco earthquake. Following World War II, provost of Stanford Frederick Terman inspired and supported faculty and graduates' entrepreneu ...
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Joseph Grundfest
Joseph Grundfest (born 1951) is an American academic. He is the William A. Franke Professor of Law and Business at Stanford Law School and co-director of the Rock Center on Corporate Governance at Stanford University. He joined Stanford's faculty in 1990 after having served for more than four years as a Commissioner of the United States Securities and Exchange Commission, a position to which he was appointed by President Ronald Reagan. Grundfest’s scholarship in the areas of corporate law, securities regulation, and litigation has been published in the Harvard, Yale, and Stanford Law Reviews. ''The National Law Journal'' lists Grundfest as among the nation’s 100 most influential attorneys, and California Lawyer has listed Grundfest as among the top 10 lawyers in California. Prior to joining the SEC, Grundfest served as counsel and senior economist for legal and regulatory matters at the President’s Council of Economic Advisors. An attorney and economist, Grundfest has als ...
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Héctor García-Molina
Héctor García-Molina (15 November 1954-25 November 2019) was a Mexican-American computer scientist and Professor in the Departments of Computer Science and Electrical Engineering at Stanford University. He was advisor to Sergey Brin, the founder of Google, from 1993 to 1997 when he was a computer science student at Stanford. Biography Born in Monterrey, Nuevo León, Mexico, García-Molina graduated in 1974 with a bachelor's degree in Electrical Engineering from the Monterrey Institute of Technology and Higher Studies (ITESM) and received both a master's degree in Electrical Engineering (1975) and a doctorate in Computer Science (1979) from Stanford University. From 1979 to 1991, García-Molina worked as a professor of the Computer Science Department at Princeton University in New Jersey. In 1992 he joined the faculty of Stanford University as the Leonard Bosack and Sandra Lerner Professor in the Departments of Computer Science and Electrical Engineering and has served as Dire ...
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Michael Boskin
Michael Jay Boskin (born September 23, 1945) is the T. M. Friedman Professor of Economics and senior Fellow at Stanford University's Hoover Institution. He also is chief executive officer and president of Boskin & Co., an economic consulting company. "Michael Jay Boskin." Marquis Who's Who. Marquis Who's Who, 2008. Reproduced in Biography Resource Center. Farmington Hills, Mich.: Gale, 2008. http://galenet.galegroup.com/servlet/BioRC Fee. Retrieved 15 December 2008. Document Number: K2013013294 Biography Boskin holds B.A. with highest honors, M.A., and Ph.D. degrees in economics from the University of California, Berkeley, earned in 1967, 1968, and 1971 respectively. He is a member of Phi Beta Kappa. He joined Stanford University in 1970. He is a research associate, National Bureau of Economic Research. Boskin has been a director of Exxon Mobil since 1996. He is also a director of Oracle Corporation, Shinsei Bank, and Vodafone Group plc (1999–2008). He serves on ...
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Chief Executive Officer
A chief executive officer (CEO), also known as a central executive officer (CEO), chief administrator officer (CAO) or just chief executive (CE), is one of a number of corporate executives charged with the management of an organization especially an independent legal entity such as a company or nonprofit institution. CEOs find roles in a range of organizations, including public and private corporations, non-profit organizations and even some government organizations (notably state-owned enterprises). The CEO of a corporation or company typically reports to the board of directors and is charged with maximizing the value of the business, which may include maximizing the share price, market share, revenues or another element. In the non-profit and government sector, CEOs typically aim at achieving outcomes related to the organization's mission, usually provided by legislation. CEOs are also frequently assigned the role of main manager of the organization and the highest-ranking offic ...
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Leo E
Leo or Léo may refer to: Acronyms * Law enforcement officer * Law enforcement organisation * ''Louisville Eccentric Observer'', a free weekly newspaper in Louisville, Kentucky * Michigan Department of Labor and Economic Opportunity Arts and entertainment Music * Leo (band), a Missouri-based rock band that was founded in Cleveland, Ohio * L.E.O. (band), a band by musician Bleu and collaborators Film * ''Leo'' (2000 film), a Spanish film by José Luis Borau * ''Leo'' (2002 film), a British-American drama film * ''Leo'', a 2007 Swedish film by Josef Fares * ''Leo'' (2012 film), a Kenyan film * Leo the Lion (MGM), mascot of the Metro-Goldwyn-Mayer movie studio Television * Leo Awards, a British Columbian television award * "Leo", an episode of ''Being Erica'' * Léo, fictional lion in the animation '' Animal Crackers'' * ''Léo'', 2018 Quebec television series created by Fabien Cloutier Companies * Leo Namibia, former name for the TN Mobile phone network in Namibia * Le ...
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Insider Trading
Insider trading is the trading of a public company's stock or other securities (such as bonds or stock options) based on material, nonpublic information about the company. In various countries, some kinds of trading based on insider information is illegal. This is because it is seen as unfair to other investors who do not have access to the information, as the investor with insider information could potentially make larger profits than a typical investor could make. The rules governing insider trading are complex and vary significantly from country to country. The extent of enforcement also varies from one country to another. The definition of insider in one jurisdiction can be broad, and may cover not only insiders themselves but also any persons related to them, such as brokers, associates, and even family members. A person who becomes aware of non-public information and trades on that basis may be guilty of a crime. Trading by specific insiders, such as employees, is commonl ...
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Derivative Suit
A shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. Shareholder derivative suits are unique because under traditional corporate law, management is responsible for bringing and defending the corporation against suit. Shareholder derivative suits permit a shareholder to initiate a suit when management has failed to do so. To enable a diversity of management approaches to risks and reinforce the most common forms of corporate rules with a high degree of permissible management power, many jurisdictions have implemented minimum thresholds and grounds (procedural and substantive) to such suits. Purpose and difficulties Under traditional corporate business law, shareholders are the owners of a corporation. However, they are not empowered to control the day-to-day operations of the corporation. Instead, shareholders appoint dire ...
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