On June 24, 2024, the U.S. Court of Appeals for the Second Circuit decided Packer ex rel. 1-800-Flowers.com, Inc. v. Raging Capital Management, LLC, reversing a district court decision that had held that a shareholder...more
7/17/2024
/ Article III ,
Beneficial Owner ,
Disgorgement ,
Injury-in-Fact ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Shareholders ,
Short-Swing Trading ,
Stocks
The Bankruptcy Code and its predecessor statutes have long permitted bankruptcy trustees (or their equivalents) to claw back preferences, which involve transfers made on preexisting debts within 90 days (or 1 year, if made to...more
The corporate bankruptcy & insolvency litigation landscape has drastically changed as a result of COVID-19. With government relief packages winding down, the financial impact of the pandemic will increasingly be playing out...more
In an opinion this month in Revive Investing LLC v. FBC Holdings S.A.R.L., Magistrate Judge Gorenstein of the Southern District of New York recommended the grant of summary judgment to the defendant in a Section 16(b)...more
With the onset of closures and quarantines early this year due to the spread of COVID-19, businesses across the country were confronted with the issue of how to perform their contractual obligations while they were unable to...more
On May 20, 2020, the Second Circuit affirmed the dismissal of Section 16 “short-swing profit” claims against the client of an investment advisory firm that was itself subject to Section 16(b) liability. Rubenstein v. Int’l...more
As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013; The Future of Exclusive Forum Bylaws, November 2013), forum selection bylaws (also sometimes called exclusive forum bylaws) have become...more
Generally speaking, parties can resolve their disputes either in a public court or private arbitration. One significant difference between the two is the confidentiality of the process: only private arbitration can afford...more
As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013), in recent years many public companies have adopted “exclusive forum” bylaws, a trend that received a boost when Chancellor Leo E....more
Exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, and so potentially reduce or eliminate the cost and strategic difficulties of...more