An Overview of the 2014 Class Action Survey
Update on Section 363 of the Bankruptcy Code and Delaware Bankruptcy Court’s Decision in the Fisker Automotive Holdings Inc. Bankruptcy Case
Only in DC: Ethics Rule Permits Non-lawyers to Own Law Firms
What do creditors need to know about litigation in state court and bankruptcy court?
The M&A Word of the Day™ from the Book of Jargon® – Global Mergers & Acquisitions Is Poison Pill
Can business partner disputes be defused? Can a client avoid expensive litigation?
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
What you need to know about Canada's new Anti-Spam Law (CASL)
Lamson Comments on Volcker Rule
Which types of employers are more susceptible to get sued?
The M&A Word of the Day™ from the Book of Jargon® – Global Mergers & Acquisitions Is Inversion
How to Avoid Corruption Risks in China
Dealmaker's Dish: Corporate Dealmaker Update
The 2013 Amendments to the Delaware General Corporation Law
The Building Blocks of a Technology Deal
How can business owners manage legal risks?
What is at will employment law?
Lease Negotiations – Interview with Jeff Moerdler, Member, Mintz Levin
Data Center Networks – Interview with Jeff Moerdler, Member, Mintz Levin
Structuring an MLP Finance
In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations...more
In this post-trial decision, the Court of Chancery held a financial advisor liable for aiding and abetting breaches of fiduciary duty by a target board in the sale of the company. The Court concluded that the financial...more
An Issue Needing Attention -
In its recent decision in In Re Rural Metro Corporation Stockholders Litigation, the Delaware Court of Chancery, in a footnote, touches on what it means for directors to be “fully...more
In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of...more
In this letter opinion, the Court of Chancery granted plaintiff’s request for books and records pursuant to 8 Del. C. § 220. The stockholder plaintiff sought, among other things, to value its equity holding in Key Plastics...more
On Friday, the Delaware Supreme Court adopted the business judgment rule standard of review for some controlling stockholder freeze-out mergers and potentially other interested party transactions. In Kahn, et al. v. M&F...more
Last week in Kahn v. M&F Worldwide Corp. (Del. March 14, 2014), the Delaware Supreme Court upheld the decision of the Court of Chancery in the In re MFW Shareholders Litigation (Del. Ch. May 29, 2013) case and also upheld the...more
Citing various conflicts of interests involving management, board members and financial advisors, Vice Chancellor Laster of the Delaware Court of Chancery found that the Board of Directors of Rural/Metro Corporation (“Rural”)...more
One of the incentives that Delaware law offers founders of business entities is the ability to tinker with the fiduciary duties that the managers of the business owe. While the duties owed by corporate...more
On January 28, 2014, the North Carolina Business Court dismissed an unfair and deceptive trade practice claim alleging that corporate directors structured the sale of a corporation in a manner that shortchanged its common...more
The Delaware Supreme Court recently considered whether the directors of a closely held corporation had a duty under common law fiduciary principles to repurchase a minority shareholder’s shares. The court also considered...more
Last week, the Delaware Court of Chancery ruled that because a limited liability company (LLC) agreement did not contain a provision precluding or restricting competition, i.e., a non-compete provision, a former member did...more
Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more
On December 23, the U.S. Court of Appeals for the 11th Circuit certified questions to the Georgia Supreme Court regarding whether bank directors and officers can be subject to claims for ordinary negligence under the state...more
On November 8, 2013, the North Carolina Supreme Court issued a rare opinion addressing the duties of corporate directors and reaffirming that those duties are generally owed only to the corporation itself rather than the...more
Vice Chancellor J. Travis Laster’s August 16 post-trial opinion in In re Trados Inc. Shareholder Litigation1 (hereinafter, “In re Trados”) has attracted a significant amount of attention. Much as both the Chancery and the...more
The Supreme Court of Canada recently issued its decision in McLean v British Columbia (Securities Commission).
The case is the first by the Court to address inter-provincial cooperation in relation to securities...more
Ever had one of those days where you think you’re acting with good faith, diligence, and care, and yet you still get sued by the FDIC? The directors and officers of the now defunct Buckhead Community Bank in Georgia find...more
In dissenters' rights actions, shareholder oppression and member disputes as well as in breach of fiduciary duty cases, the fair value of a company becomes center stage for debate. As shareholders and companies keep an eye...more
The powerful but infrequently-used remedy known as the "derivative action” permits a shareholder or other complainant to advance an action on behalf of the corporation when the corporation refuses to bring the action itself....more
In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss a derivative action in part and granted it in part, holding, among other things, that plaintiffs had satisfactorily alleged demand...more
In August 2012, Judge Jane Marum Roush, sitting by designation in the Circuit Court of Buckingham County, issued a comprehensive letter opinion in Colgate et al. v. The Disthene Group, Inc. The opinion reassessed a...more
In this Memorandum Opinion, the Court of Chancery (i) denied plaintiff’s motion for partial summary judgment on its claim that defendants breached a “prohibited investments” clause of an LLC agreement and (ii) granted, in...more
On November 8, the Delaware Chancery Court denied a motion to dismiss a derivative action brought by a shareholder of Healthways, Inc. against the company’s president, Ben Leedle, Jr., and the board of directors for approving...more
A recent decision by the North Carolina Business Court potentially makes it more difficult for shareholders to challenge mergers and acquisitions in North Carolina. The Court held that an action against a company’s officers...more
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