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Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against...

In Levitt v. J.P. Morgan Securities, Inc., No. 10-4596, 2013 WL 1007678 (2d Cir. Mar. 15, 2013), the United States Court of Appeals for the Second Circuit reversed a district court order certifying a class of shareholder...more

3/28/2013 - Bear Sterns Brokers Class Action Class Certification Disclosure Requirements Fiduciary Duty Fraud JPMorgan Chase Shareholders

California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be...

In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California Court of Appeal, Fifth District, affirmed the judgment of the California...more

2/15/2013 - Board of Directors Breach of Contract Business Judgment Rule Dairy Farmers Fiduciary Duty Marketing Shareholders' Agreements

Delaware Has No Per Se Rule Against "Don't Ask, Don't Waive" Standstill Provisions, But Boards Must be Careful in Using Them

In In re Ancestry.com Inc. Shareholder Litigation, C.A. No. 7988-CS, Chancellor Strine of the Delaware Chancery Court held that Delaware has no per se rule against “don’t ask, don’t waive” standstill provisions, but cautioned...more

1/7/2013 - Board of Directors Don't Ask - Don't Waive Fiduciary Duty

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