Ryan Philp

Ryan Philp

Bracewell & Giuliani LLP

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Delaware Supreme Court Rules That Privileged Documents Must Be Produced To Shareholders Investigating Corporate Misconduct

The Delaware Supreme Court recently held that, in certain circumstances, shareholders may be able to obtain access to privileged, internal documents in order to investigate potential breaches of fiduciary duty. In Wal-Mart...more

9/10/2014 - Attorney-Client Privilege Board of Directors Corporate Counsel Document Productions FCPA Fiduciary Duty Mexico Pensions Shareholder Activism Shareholder Litigation Shareholders Subsidiaries Wal-Mart Willful Misconduct

Second Circuit Clarifies the Limits on The Extraterritorial Application of U.S. Securities Laws

On May 6, 2014, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of a putative securities class action brought by purchasers of foreign issued-securities on a foreign exchange. City of Pontiac...more

5/15/2014 - City of Pontiac Extraterritoriality Rules Foreign Judgments Foreign Jurisdictions Morrison v National Australia Bank SCOTUS Securities Exchange Act Securities Litigation

Delaware Supreme Court Confirms The Path to Business Judgment Review In Controlling Stockholder Transactions

On March 14, 2014, the Delaware Supreme Court issued its eagerly-awaited decision in Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. March 14, 2014). The Court affirmed the Chancery Court's holding (Strine, C.) that the...more

3/20/2014 - Controlling Stockholders MFW Minority Shareholders Shareholder Litigation Shareholders Summary Judgment

Second Circuit Reinforces High Pleading Burden for Director Duty of Oversight Claims

In Welch v. Havenstein, No. 13-2648-cv, 2014 WL 322055 (2d Cir. Jan. 30, 2014) (summary order), aff’g In re SAIC Inc. Derivative Litigation, 948 F. Supp. 2d 366 (S.D.N.Y. 2013), the United States Court of Appeals for the...more

2/20/2014 - Board of Directors Corporate Governance Demand Futility Derivative Suit Fiduciary Duty Fraud SAIC Whistleblowers

Delaware Court of Chancery Addresses Director's Duties In Connection With Change of Control Put Provisions

In a recent decision issued by the Delaware Court of Chancery, Chancellor Strine enjoined an incumbent board from impeding a shareholder consent solicitation that sought to install a competing slate of directors. The Court...more

3/27/2013 - Board of Directors Fiduciary Duty Put Provisions Rival Director Slate Shareholders

Supreme Court Holds That Proof Of Materiality Is Not A Prerequisite To Certification Of Fraud-On-The-Market Securities Class...

On February 27, 2013, the United State Supreme Court issued its decision in Amgen Inc. v. Connecticut Retirement Plans & Trust Funds, No. 11-1085, 568 U.S. __ (2013). In an opinion authored by Justice Ginsburg,1 the Supreme...more

3/8/2013 - Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Fraud Fraud-on-the-Market SCOTUS

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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