Michael Hefter

Michael Hefter

Bracewell & Giuliani LLP

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Delaware Court Establishes "Taxonomy" For Controlling Stockholder Claims

In a recent decision, the Delaware Court of Chancery (Parsons, V.C.) dismissed a shareholder class action complaint alleging that a target company’s board of directors and private equity firm controlling stockholder breached...more

11/7/2014 - Breach of Duty Fiduciary Duty Professional Liability Shareholder Litigation Shareholders

Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

9/30/2014 - Board of Directors Bylaws Exclusive Forum Forum Forum Selection Clause Mergers Out-of-State Companies Shareholders

Second Circuit Says District Court Erred In Blocking SEC/Citigroup Settlement

The United States Court of Appeals for the Second Circuit yesterday vacated a closely-watched 2011 decision by U.S. District Court Judge Jed Rakoff rejecting a $285 million fraud settlement between Citigroup Inc. and the U.S....more

6/5/2014 - Chevron Deference Citigroup Collateralized Debt Obligations Consent Decrees Enforcement Enforcement Actions Interlocutory Appeals Judge Rakoff Popular Risk Management SEC SEC v Citigroup Settlement

Supreme Court Upholds Arbitration Award in Favor of British Natural Gas Investor in Argentina

On March 5, 2014, the United States Supreme Court upheld a $185 million arbitration award obtained by the United Kingdom's BG Group PLC against the Republic of Argentina, pursuant to a bilateral investment treaty. The Court...more

3/10/2014 - Arbitration Arbitration Awards Foreign Investment Natural Gas SCOTUS UK

The Debate Rages On Regarding Whether Default Fiduciary Duties Apply to LLC Managers Under Delaware Law

Earlier this year, we reported on the Delaware Court of Chancery's decision in Auriga Capital Corp. v. Gatz Properties, LLC, wherein Chancellor Strine held that traditional fiduciary principles apply to LLC managers or...more

1/8/2013 - Fiduciary Duty LLC LLC Agreements Managers

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