Delaware Supreme Court Affirms Dismissal of CPV Shareholder Challenge

Skadden secured an affirmance on behalf of Cementos Portland Valderrivas, S.A., Uniland S.A. and certain of their directors and officers of a Delaware Chancery Court ruling (also handled by Skadden) dismissing fiduciary duty claims brought by a minority shareholder of Spanish company, Uniland. On December 28, Justice Jack B. Jacobs, writing for an en banc panel of the Delaware Supreme Court, confirmed that where a shareholder seeks to sue double (or, in this case, triple) derivatively, courts must look only to the law of the parent corporation to determine whether the shareholder has derivative standing, even if the parent is a foreign corporation.