Much has been written about the wave of shareholder strike suits that follow the announcement of every merger and acquisition of a publicly held company. However, there is little written about the unique procedural hurdles that are not addressed in the Rules of Civil Procedure, which must be navigated when such lawsuits are filed in Pennsylvania state court. These hurdles include the litigation process adopted by the Pennsylvania Supreme Court, the lack of procedural rules governing that process, and how some courts of common pleas have reconciled the case law with the Rules of Civil Procedure.
In Pennsylvania, a shareholder must comply with certain requirements before commencing a derivative suit. These requirements are found in the American Law Institute Principles of Corporate Governance (the ALI Principles) and were adopted by the Pennsylvania Supreme Court in Cuker v. Mikalauskas, 692 A.2d 1042 (Pa. 1997).
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