Edward Micheletti

Edward Micheletti

Skadden, Arps, Slate, Meagher & Flom LLP

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"Forward Momentum: Trulia Continues to Impact Resolution of Deal Litigation in Delaware and Beyond"

Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more

11/21/2016 - Acquisitions Breach of Duty Corporate Counsel Disclosure Settlement Dismissal With Prejudice Fee Awards Material Misstatements Mootness Mootness Fee Applications Omissions Proxy Statements Shareholder Rights Standard of Review Supplemental Disclosures Trulia

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

6/20/2016 - Appraisal Rights Asset Purchaser Board of Directors Corporate Counsel Delaware General Corporation Law Mergers New Amendments Shareholder Rights Shareholders Short-Form Mergers Stock Purchase Agreement Tender Offers

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

5/21/2016 - Acquisitions Aiding and Abetting Board of Directors Books & Records Buyouts Controlling Stockholders DE Supreme Court Demand Futility Derivative Suit Disclosure-Based Settlements Fiduciary Duty Financial Adviser Mergers Plainly Material Standard Pleadings Securities Litigation Shareholder Demands Shareholder Litigation Standard of Review

"Court of Chancery Continues to Clarify Views of Disclosure-Based Deal Litigation Settlements"

As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...more

5/21/2016 - Acquisitions Disclosure-Based Settlements Fiduciary Duty Forum Selection Mergers Mootness Plainly Material Standard Shareholder Litigation Stock Deals Supplemental Disclosures Trulia Zillow

"Delaware Supreme Court Provides Guidance on Aiding-and-Abetting Liability for Financial Advisors"

On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more

5/19/2016 - Aiding and Abetting Appeals Board of Directors Breach of Duty Burden of Proof Controlling Stockholders DE Supreme Court Duty of Care Fiduciary Duty Financial Adviser Mergers Misleading Statements Pleading Standards Proxy Statements

"Proposed Delaware General Corporation Law Amendments Would Address Appraisal Proceedings, Short-Form Mergers, Court of Chancery...

On March 16, 2016, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address appraisal proceedings, Section 251(h)...more

3/17/2016 - Appraisal Delaware General Corporation Law Jurisdiction Proposed Amendments Short-Form Mergers Voting Requirements

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

1/21/2016 - Agency Deference Aiding and Abetting Board of Directors Business Judgment Rule DE Supreme Court Disclosure-Based Settlements Entire Fairness Standard Fiduciary Duty Financial Adviser Honest Belief Defense Personal Liability Securities Litigation Stock-for-Stock Merger

Inside the Courts: An Update From Skadden Securities Litigators - November 2015 / Volume 7 / Issue 4

We are pleased to present Inside the Courts (Volume 7, Issue 4), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

11/19/2015 - Auction Breach of Duty Class Action ERISA Fiduciary Duty Fraud-on-the-Market Market Manipulation Misrepresentation Pleading Standards Scienter Securities Fraud Securities Litigation Standing Statute of Limitations Statute of Repose Venue Whistleblower Protection Policies

"Recent Amendments to the Delaware General Corporation Law Address Fee-Shifting and Forum Selection Provisions"

It has become almost axiomatic that when a public company merger is announced, stockholder litigation quickly follows. In recent years, some studies have indicated that more than 90 percent of transactions valued at more than...more

10/23/2015 - Bylaws Delaware General Corporation Law Fee-Shifting Forum Selection Mergers Multidistrict Litigation New Amendments Shareholder Litigation

"Delaware Courts Question Long-Standing Practice of Approving Disclosure-Based Deal Litigation Settlements"

In a series of rulings issued over the last few months, the Delaware Court of Chancery has shaken up decades of well-settled authority in the area of deal litigation settlements. The Court of Chancery historically has...more

10/22/2015 - Disclosure Disclosure-Based Settlements Fiduciary Duty Release Agreements Settlement

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? While there have been a number of important cases and statutory developments, an often-overlooked and extremely important recent...more

10/22/2015 - Aiding and Abetting Bylaws Corporate Governance DE Supreme Court Forum Selection Judicial Appointments Multidistrict Litigation Principle Place of Business Securities Litigation State of Incorporation

"Inside the Courts: Sweeping Changes Proposed to the Federal Rules of Civil Procedure"

Significant amendments to the Federal Rules of Civil Procedure submitted to Congress in April 2015 could change discovery practices in securities litigation before the end of this year. Absent legislation to reject, modify or...more

10/2/2015 - Case Management Discovery Duty to Preserve Electronically Stored Information Federal Rules of Civil Procedure FRCP 26(b)(1) New Legislation Scope of Discovery Requests Securities Litigation

Inside the Courts - An Update From Skadden Securities Litigators - May 2015 / Volume 7 / Issue 2

In This Issue: - U.S. Supreme Court: ..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015) - Auditor Liability: ..In re Advanced Battery Techs.,...more

6/2/2015 - Auditors Books & Records CAFA Class Action Class Certification Derivative Suit Fiduciary Duty Justifiable Reliance Misrepresentation Omissions Pleading Standards Scienter SCOTUS Securities Fraud Settlements Statute of Limitations Statute of Repose Whistleblowers

"Temple-Inland Sheds Light on Delaware’s Use of Estimations in Unclaimed Property Audits"

As noted in prior mailings on this topic, all 50 states require companies to comply with broad and often complex unclaimed property laws that mandate annual reporting. Unclaimed property is generally defined as tangible or...more

4/20/2015 - Audits Commerce Clause Due Process Ex Post Facto Clause Full Faith and Credit Motion to Dismiss Preemption Summary Judgment Takings Unclaimed Property

"Omnicare Decision Clarifies Pleading Standard for Section 11 Claims Based on Statements of Opinion in Registration Statements"

In an opinion issued yesterday, the U.S. Supreme Court held in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund that an issuer may be held liable under Section 11 of the Securities Act of 1933...more

3/25/2015 - Disclosure Material Disclosures Misleading Statements Omnicare Pleading Standards Registration Statement SCOTUS Section 11 Securities Fraud Securities Litigation Statement of Opinion

Inside The Courts - March 2015 | Volume 7 | Issue 1

In This Issue: - U.S. SUPREME COURT: ..Gelboim v. Bank of Am. Corp., No. 13-1174 (U.S. Jan. 21, 2015) - DEMAND FUTILITY: ..Arduini v. Hart, No. 12-15750 (9th Cir. Dec. 17, 2014) - EXCHANGE...more

3/5/2015 - Demand Futility Fiduciary Duty Gelboim v Bank of America Insider Trading Rule 10b-5 SCOTUS Standing Tender Offers Whistleblower Protection Policies Whistleblowers

"Fee-Shifting, Financial Advisor Liability Among Likely Delaware Law Issues for 2015"

The Delaware courts weighed in on familiar issues of importance last year, including multiforum deal litigation and the emphasis on an independent board process, while also delving into relatively new territory such as...more

2/10/2015 - Bylaws Fee-Shifting Independent Boards Judicial Appointments Multidistrict Litigation Shareholder Litigation Shareholders

Inside The Courts - November 2014 | Volume 6 | Issue 4

In This Issue: CLASS CERTIFICATION: Fort Worth Emps. Ret. Fund v. J.P. Morgan Chase & Co., No. 09-cv-3701 (JPO) (S.D.N.Y. Sept. 30, 2014) Discovery: ..Freedman v. Weatherford Int’l Ltd., No. 12...more

11/19/2014 - Books & Records Class Action Class Certification Fiduciary Duty Investment Company Act of 1940 JPMorgan Chase Loss Causation Omnicare Scienter Securities Act of 1933 Securities Exchange Act Standing Statute of Limitations Statute of Repose Zillow

Inside The Courts - September 2014 | Volume 6 | Issue 3

In This Issue: - CLASS CERTIFICATION: ..Goodman v. Genworth Fin. Wealth Mgmt. Inc., No. 09-CV-5603, 2014 WL 1452048 (JFB) (GRB) (E.D.N.Y. Apr. 15, 2014) - DEMAND FUTILITY: ..Rosenbloom v. Pyott,...more

9/18/2014 - Bylaws Class Action Class Certification Enforcement Actions ERISA Expert Witness Fiduciary Duty Loss Causation Retailers SEC Securities Exchange Act Wal-Mart

"Supreme Court Holds No Presumption of Prudence for ESOP Fiduciaries"

Today, in a unanimous decision, the Supreme Court of the United States held in Fifth Third Bancorp v. Dudenhoeffer that fiduciaries of employee stock ownership plans (ESOPs) that invest in the employer’s securities are not...more

6/25/2014 - Duty of Prudence Employee Benefits ERISA ESOP Fiduciary Duty FIfth Third Bancorp v Dudenhoeffer SCOTUS

"Supreme Court Allows Rebuttal of Fraud on the Market at Class Certification Stage in Halliburton Co. v. Erica P. John Fund"

The Supreme Court of the United States today in Halliburton Co. v. Erica P. John Fund upheld the fraud-on-the-market presumption of reliance first recognized by the Court in Basic v. Levinson, but gave defendants a new tool...more

6/23/2014 - Basic v Levinson Board of Directors Class Action D&O Insurance Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Fraud

Inside The Courts - May 2014 | Volume 6 | Issue 2

In This Issue: - AUDITOR LIABILITY: ..Athale v. Sinotech Energy Ltd., No. 11 Civ. 05831(AJN) (S.D.N.Y. Feb. 21, 2014) - BYLAWS: ..ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis...more

5/30/2014 - Appeals Auditors Bylaws Class Action Class Certification Enforcement Enforcement Actions Fee-Shifting Fiduciary Duty FINRA Foreign Corporations Insider Trading Professional Liability Sarbanes-Oxley Scienter SEC Securities Exchange Act

"Fee-Shifting Bylaws: The Delaware Supreme Court Decision in ATP Tour, Its Aftermath and the Potential Delaware Legislative...

On May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014), holding that fee-shifting provisions in a Delaware...more

5/23/2014 - Attorney's Fees Bylaws Fee-Shifting Shareholder Litigation Shareholders

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