What is a hostile work environment?
CorpCast Episode 8: The Controlling Stockholder
From Behind the Bribe: The Sharp End of Compliance
Strong Market Outlook Drives Growth of Philippine Companies
Why do we have to go to mediation?
FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments
Do I need an expert witness in my case?
Marketing to Millennials
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
How can someone prepare for the first meeting with an attorney?
CorpCast Episode 6: A Brief Introduction to the Delaware Rapid Arbitration Act
The Intersection of Cyber and D&O Coverage
Talking PTAB with Bob Steinberg
Is Private/Non-Profit D&O Coverage Under Priced?
CorpCast Episode 5: The eDiscovery Big Picture
BakerHostetler Attorneys James Mastracchio and Jay Nanavati Discuss Global Tax Enforcement
Richard Bistrong Weighs in on the FIFA Scandal and Takedowns
Meritas Capability Webinar - Avoiding Common Mistakes Companies Make When Operating a Business Aircraft
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
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
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
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
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
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
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
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
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
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
In Theratechnologies inc. v. 12185 Canada inc., the Supreme Court of Canada has ruled that requirements that plaintiffs demonstrate that their claims have been brought in good faith and have a reasonable chance of succeeding...more
On Monday, June 22, 2015, the Eleventh Circuit, in The Langdale Company v. National Union Fire Insurance Company of Pittsburgh, PA, No. 14-12723 (11th Cir. 2015), ruled for the insurer on a “capacity” exclusion in a director...more
It is conventional wisdom that the director long arm statute only confers jurisdiction for breaches of fiduciary duty. Yet as this decision points out, that limitation is not firmly grounded in the words of the statute....more
On June 22, the Eleventh Circuit affirmed the grant of summary judgment in favor of National Union Insurance Company of Pittsburgh, Pa., in an action where the insured sought $10 million in coverage under a D&O policy. The...more
As this decision notes, only if a Board is consciously failing to follow its duty is the Board potentially liable for a failure to monitor risk and the resulting harm to the corporation. That in turn requires some sort of...more
On June 24, 2015, Delaware Governor Jack Markell signed into law Senate Bill No. 75, “An Act to Amend Title 8 of the Delaware Code Relating to the General Corporation Law.” The law prohibits a Delaware stock corporation from...more
This is an interesting decision because it explains what direct claims are available to investors in an LLC.
That is not always an easy question to answer. After all, some claims (including those involved in this case)...more
Courts have sought to simplify their approach to determining whether an action is derivative or direct — a determination that the Delaware Supreme Court has acknowledged “is sometimes difficult.” Tooley v. Donaldson, Lufkin &...more
In our second installment of “Better Know a Judge,” we welcome the Honorable Mary M. Johnston of the Delaware Superior Court in New Castle County. Judge Johnston, who is a member of the Superior Court’s Complex Commercial...more
Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject...more
In this memorandum opinion, the Court of Chancery granted a motion to dismiss Plaintiff’s derivative complaint under Court of Chancery Rule 23.1, and in doing so, confirmed that there is a heavy burden confronting derivative...more
The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more
In December 2014, the tribunal handed down a decision that partly upheld the FCA's findings in respect of Ms Burns in connection with her conduct as a non-executive director (CF2) of two mutual societies. The tribunal found...more
Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more
In a settlement agreement recently endorsed by the Ontario Securities Commission (OSC), respondent Anand Hariharan agreed to settle insider trading allegations made by OSC enforcement staff (Staff) against him. The settlement...more
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