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Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case

Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction....more

Court Of Chancery Outlines Discovery In Books and Records Case

First, the discovery cannot be of the very records the plaintiff seeks to obtain, for that will give him the relief he seeks before he proves his case. Second, it is often the case that the records are being sought for use in...more

CLIENT ALERT: Court Finds Dole Food Company Directors Liable; Awards $148M in Damages

In re Dole Food Company, Inc. Stockholder Litigation, Consolidated C.A. No. 8703-VCL - In re Appraisal of Dole Food Company, Inc., Consolidated C.A. No. 9079-VCL - In a much anticipated post-trial decision, the...more

Latest Update on Federal Trade Secrets Legislation

With increased activity regarding proposed federal trade secrets legislation expected next month and for the remainder of the fall Congressional session, Seyfarth Shaw’s dedicated Trade Secrets/Non-Compete group has created a...more

When Is a Breach of a Covenant Not to Compete Also Unfair or Deceptive?

Next Monday, August 31, the North Carolina Supreme Court will hear arguments in an important business-versus-business case. Beverage Systems of the Carolinas v. Associated Beverage Repair (No. 316A14) includes two...more

Court Of Chancery Explains Scope Of Fiduciary Duty Waiver

In Re Kinder Morgan Inc. Corporate Reorganization Litigation, C.A. 10093-VCL (August 20, 2015) - This is a great explanation of the scope of the waiver of a general partner or other fiduciary’s duties under the terms...more

Breathing Room: The Alberta Court of Appeal Addresses the New Limitation Period for Third-Party Claims

The limitation period for a defendant seeking contribution from a third party has changed. In last month's Alberta Court of Appeal decision of Whitecourt Power Limited Partnership v Elliott Turbomachinery Canada Inc., 2015...more

In re General Motors Company Derivative Litig., C.A. No. 9627-VCG (Del. Ch. June 26, 2015) (Glasscock, VC)

In this memorandum opinion, the Court of Chancery dismissed a derivative complaint under Rule 23.1, finding that plaintiffs failed to show that the board of directors (the “Board”) of General Motors Company (“GM”) acted in...more

SEC Issues Settled Enforcement Action Against Investment Adviser, its President and Senior Officers for Compliance Program...

The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order (Order) on June 23, 2015, against Pekin Singer Strauss Asset Management Inc. (Adviser), an investment adviser registered under...more

[Webinar] State Specific Non-Compete Oddities Employers Should Be Aware Of - August 18, 1:00pm Eastern

In Seyfarth's sixth installment of our 2015 Trade Secrets Webinar Series, Seyfarth attorneys will discuss the significant statutory changes to several jurisdictions’ laws regarding trade secrets and restrictive covenants and...more

United States Supreme Court Poised to Address Standard for Insider Trading Following Second Circuit's Decision in United States v....

Today, the Solicitor General filed a petition for a writ of certiorari in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), asking the United States Supreme Court to address the standard for insider trading in a...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Teamsters Union 25 Health Servs. & Ins. Plan v. Baiera, C.A. No. 9503-CB (Del. Ch. July 13, 2015) (Bouchard, C.)

In this opinion, the Court of Chancery dismissed a purported derivative plaintiff’s complaint for failure to adequately plead demand futility and failure to state a claim upon which relief may be granted. In doing so, the...more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015) (Noble, V.C.)

In this letter opinion, the Court of Chancery dismissed claims for breach of fiduciary duty and waste under Chancery Rule 12(b)(6), holding that the business judgment rule, rather than entire fairness review, applied to...more

CMS Investment Holdings, LLC v. Castle et al., C.A. No. 9468–VCP (Del. Ch. June 23, 2015) (Parsons, VC)

In this decision, the Delaware Court of Chancery largely declined to dismiss claims for breach of a limited liability company agreement, breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach...more

If You Have Confidential Information, Keep It Confidential!

I’ve been involved in many cases where it is alleged that someone violated his or her non-compete agreement or misappropriated the company’s confidential information or trade secrets. Often, the key issue has been not what...more

[Webinar] Trade Secret Protection: The Reasonable Steps Requirement - July 28, 11:00am EDT

The loss of trade secrets – ranging from proprietary formulas to confidential information to production methodologies – can have devastating impacts for a company. When there is misappropriation, in a growing number of...more

USDC Weighs in on Tortious Interference

True love had unintended consequences, resulting in the case of Stradtman v. Republic Services, which remains pending in the United States District Court for the Eastern District of Virginia. Shortly after Stephen...more

Orrick's Financial Industry Week in Review

Federal Reserve Releases First Determination of Aggregate Consolidated Liabilities of all Financial Companies - On July 1, the Federal Reserve Board released its first determination of the aggregate consolidated...more

Del. Chancery Court Hints that Persons Other than “Managers” May Owe Fiduciary Duties to an LLC

In CMS Investment Holdings, LLC v. Castle, 2015 WL 3894021 (Del., June 23, 2015), the Delaware Court of Chancery hinted that persons other than LLC Managers may, in the future, be found to owe fiduciary duties to an LLC....more

In re Cornerstone Therapeutics Inc. S’holder Litig., C.A. No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, C.A. No. 706, 2014...

In these interlocutory appeals, the Delaware Supreme Court resolved a long-standing split in Delaware authorities by ruling that independent directors (including members of a special committee negotiating a transaction with a...more

Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more

Eleventh Circuit Holds No Duty to Defend Directors Serving in Mixed Capacities

On June 22, 2015, the 11th Circuit affirmed a Georgia federal court decision that there was no coverage under a director’s and officer’s (D&O) insurance policy for claims asserted by beneficiaries of a family trust against a...more

Executive Compensation Paid to Controlling Shareholders Subject to Business Judgment Review When Approved by an Independent...

Members of the Dolan family hold 73% of the voting power of Cablevision Systems Corporation’s stock. A shareholder commenced a derivative action regarding the executive compensation paid to Dolan family members serving as...more

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