Alan Goudiss

Alan Goudiss

Shearman & Sterling LLP

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Delaware Chancery Court Grants Appraisal Petition After Finding Dell MBO Transaction Provided Stockholders Less Than Fair Value

Vice Chancellor Laster of the Delaware Chancery Court recently issued an important opinion in In Re: Appraisal of Dell Inc.C.A. No. 9322-VCL (May 31, 2016), holding that merger consideration offered to Dell, Inc’s common...more

6/8/2016 - Appraisal Rights Buyouts Corporate Counsel Delaware General Corporation Law Fair Market Value Private Equity Firms

Second Circuit Reaffirms Its View That Extender Statutes Supersede Statutes of Repose

The Financial Institutions Reform, Recovery, and Enforcement Act (“FIRREA”) includes a so-called Extender Statute prescribing the limitations period for actions brought by the Federal Deposit Insurance Corporation (“FDIC”) as...more

5/24/2016 - Extender Statutes FDIC FHFA FIRREA Statute of Repose

New York Follows Delaware, Applies Business Judgment Rule to Going-Private Mergers

On May 5, 2016, the New York Court of Appeals ruled that courts should apply the business judgment rule in shareholder lawsuits challenging going-private mergers, as long as shareholders were adequately protected—a decision...more

5/9/2016 - Business Judgment Rule Controlling Stockholders Corporate Counsel Going-Private Transactions Share Classes Shareholder Litigation

Second Circuit Holds Sarbanes-Oxley’s Five-Year Statute of Repose Applies to Claims Under Sections 9(f) and 18(a), but Re-Affirms...

Twenty-five years ago, in Ceres Partners, the Second Circuit held that the implied private right of action under Section 14 of the Securities and Exchange Act of 1934 (“Exchange Act”) was subject to a three-year repose...more

5/4/2016 - Oil & Gas Private Right of Action Sarbanes-Oxley Securities Exchange Act Statute of Repose

Second Circuit Stresses Control, Not Attribution, In Applying Janus’s “Ultimate Authority” Test, And Also Allows Expert Testimony...

In Janus Capital, the Supreme Court established the “ultimate authority” test to determine who may be liable under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as a “maker” of a materially misleading...more

4/19/2016 - Control Test Expert Testimony Misleading Statements Pfizer Pharmaceutical Industry

Second Circuit’s First Published Opinion Applying Omnicare Adopts Strong Contextual Approach to Opinion Statement Liability

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015) (“Omnicare”), the Supreme Court pronounced the standard for determining whether a statement of opinion is actionable...more

3/8/2016 - Material Misstatements Omnicare v Laborers District Council Pension Funds SCOTUS Securities Exchange Act Statement of Opinion

Delaware Supreme Court Decision in Rural/Metro Affirms $76 million Judgment Against Third-Party Advisor for Aiding and Abetting...

On November 30, 2015, the Delaware Supreme Court affirmed post-trial decisions by the Delaware Court of Chancery (i) holding RBC Capital Markets, LLC liable to Rural/Metro Corp. shareholders for nearly $76 million based upon...more

12/7/2015 - Aiding and Abetting Breach of Duty DE Supreme Court Fiduciary Duty Third-Party Risk

Second Circuit Determines That Tax Memo Shared Between Taxpayers and Banks Is Protected Under the Common Interest Doctrine and...

On November 10, 2015, the US Court of Appeals for the Second Circuit unanimously held in a published opinion that (i) the attorney-client privilege was not waived by appellants-taxpayers who shared a group of documents,...more

11/13/2015 - Audits Common-Interest Privilege Corporate Taxes IRS Work Product Privilege

Supreme Court Sets Standard for Section 11 Opinion Statement Liability in Omnicare Ruling

In its much-anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (“Omnicare”), No. 13-435 (Mar. 24, 2015), the United States Supreme Court held that an honestly-held statement...more

3/27/2015 - Issue Preclusion Likelihood of Confusion Omnicare Omnicare v Laborers District Council SCOTUS Trademark Infringement Trademark Trial and Appeal Board Trademarks

Commercial Division of New York State Supreme Court Adopts Rule Regarding Responses and Objections to Document Requests

On January 22, 2015, the Chief Administrative Judge of the Courts of New York adopted a new rule applicable to the Commercial Division, effective April 1, 2015, that will require parties to provide increased specificity when...more

2/3/2015 - Discovery Document Requests New Regulations

Supreme Court Preserves 'Fraud-on-the-Market' and Validates Use of 'Price Impact' Defense Against Class Certification in...

In its long-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), the US Supreme Court upheld the validity of the fraud-on-the-market presumption set forth in Basic Inc. v. Levinson, 485 US 224...more

6/27/2014 - Basic v Levinson Class Action Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Fraud

New York Adopts Rule Allowing Parties to Agree to 'Accelerated Adjudication' of Lawsuits in the Commercial Division of New York...

The New York state court has adopted a rule that will allow parties to agree to have a Commercial Division lawsuit heard on an expedited basis. The rule permits parties to agree in a contract that any lawsuit arising out of...more

5/5/2014 - Adjudicatory Process Discovery Expedited Discovery Waivers

Second Circuit Addresses Materiality of Alleged Omissions at the Pleading Stage

Earlier this week, the United States Court of Appeals for the Second Circuit issued a noteworthy decision regarding the standard for judging the materiality of alleged omissions in a class action lawsuit brought under Section...more

7/25/2013 - Class Action Exchange-Traded Products Materiality Omissions Pleadings SEC

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