Federal District Court Reaffirms Board Primacy

It is not often that the Southern District of New York (aka The Mother Court) rules on a stockholder derivative case. Here is a recent ruling in which Judge Swain of the SDNY forcefully applied Delaware law in dismissing a stockholder attack on the Morgan Stanley board arising out of management changes in 2005. The opinion also treats important issues that intersect federal disclosure obligations and corporate governance responsibilities. Our memorandum is available here.