Kaplan v. Wyatt’s Empirical Analysis

Citation profile

1 federal appellate · 2 district · 20 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 35 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “First, the Court should inquire into the independence and good faith of the committee and the bases supporting its conclusions. Limited discovery may be ordered to facilitate such inquiries. The corporation should have the burden of proving independence, good faith and a reasonable investigation, rather than presuming independence, good faith and reasonableness. If the Court determines either that the committee is not independent or has not shown reasonable bases for its conclusions, or if the Court is not satisfied for other reasons relating to the process, including but not limited to the good faith of the committee, the Court shall deny the corporation’s motion. If, however, the Court is satisfied under Rule 56 standards that the committee was independent and showed reasonable bases for good faith findings and recommendations, the Court may proceed, in its discretion to the second step. The second step provides, we believe, the essential key in striking the balance between legitimate corporate claims as expressed in a derivative stockholder suit and a corporation’s best interests as expressed by an independent investigating committee. The Court should determine, applying its own independent business judgment, whether the motion should be granted.”

   1 later decision quote this exact passage
   e.g. 829 F. Supp. 1176 - In Re Oracle Securities Litigation

2. “Despite the fact ... that the motion is not strictly one for summary judgment ... it is to be handled procedurally in a manner akin to proceedings on summary judgment in two respects: (1) Each side (and as to the motion this means the plaintiff on the one hand and the corporation through its representative, the [SLC] — and not the other defendants — on the other) shall have an opportunity to make a record on the motion. (Presumably, this means by supplementing the pleadings with affidavits and/or veri fied documents, and, as hereafter noted, by such other discovery as may be permitted by the Court). (2) As to the limited issues presented by the motion, the corporation (through the Committee), as the moving party, has the normal burden imposed on a moving party [under summary judgment standards] of demonstrating that there is no genuine issue as to any material fact and that the corporation is entitled to dismiss the complaint as a matter of law.”

   1 later decision quote this exact passage
   e.g. Boland v. Boland

3. “The first thing that takes place is that the Special Litigation Committee, upon being appointed, promptly moves on the corporation's behalf for a stay of all discovery by the plaintiff pending the investigation and report of the Committee. It is a foregone conclusion that such a stay must be granted. Otherwise ... the inherent right of the board of directors to control and look to the well-being of the corporation in the first instance, collapses.”

   1 later decision quote this exact passage
   e.g. Strougo ex rel. Brazil Fund, Inc. v. Padegs