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Delaware Supreme Court Determines "Reasonable Best Efforts" Provisions Impose Affirmative Obligations, But Affirms Chancery...

by Shearman & Sterling LLP on

On March 23, 2017, the Supreme Court of Delaware affirmed the Court of Chancery’s denial of an injunction sought by plaintiff The Williams Companies, Inc. to prevent defendant Energy Transfer Equity, L.P. from terminating a...more

Delaware Court of Chancery Addresses Fee-Shifting Bylaws and Raises the Question of whether Fee-Shifting Could Be Plausible by a...

by McCarter & English, LLP on

In 2015, the Delaware General Corporation Law (“DGCL”) was amended to prohibit Delaware corporations from adopting bylaws that imposed liability on a stockholder for the attorneys’ fees or expenses of the corporation or any...more

Recovery of Contractual Attorneys’ Fees for Tort and Contract Claims - Dismissing Contract Action May Mean Attorney’s Fee...

by Low, Ball & Lynch on

Dismissing Contract Action May Mean Attorney’s Fee Liability. Neeshat S. Khan v. Michael Shim - Court of Appeal, Sixth Appellate District (December 29, 2016) - Civil Code § 1717(b)(2) generally bars the award...more

Choice of Entity and Key Contents of Organization Documents

by Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

by Farrell Fritz, P.C. on

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

by Bennett Jones LLP on

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...more

Forfeiture of an LLP Member's Profit Share

by Dechert LLP on

A recent English Court decision confirms that members of LLPs who breach their fiduciary duties are at risk of having their remuneration (including that received by way of profit share) forfeited. This is in addition to...more

The Underwear Heist

by Murtha Cullina on

On September 20, 2016, Intimateco, LLC filed suit against Bliss Lingerie Corp., its founder – the former Intimateco Vice President of Operations – and related parties for trademark and copyright infringement, and related...more

Hold on to Your (Top) Hat: ERISA Section 502(a)(3) May Be Used to Enforce the Terms of a “Top-Hat” Benefits Plan

by Zuckerman Spaeder LLP on

Thanksgiving is typically a time for gratitude, gathering with family, and acts of kindness among fellow men and women. But in one recent case, a bank used Thanksgiving to force-feed a separation agreement to its outgoing...more

Municipal Advisor, School Consultant, and Associated Individuals Enter Settlement Offers with SEC after First-of-Its-Kind...

by Bracewell LLP on

On June 13, 2016, the Securities and Exchange Commission (SEC) accepted the settlement offers made by two firms and three executives charged with using deceptive business practices in dealing with five school districts. As...more

SEC Charges Biotech Company and Its Officers with Misleading Investors by Failing to Disclose FDA Concerns and Recommendations

by Arnall Golden Gregory LLP on

On March 29, 2016, the Securities and Exchange Commission (SEC) announced charges against a biotech company and three of its officers for securities fraud. The company has agreed to pay $4 million to resolve the charges...more

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

by Morris James LLP on

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Court Of Chancery Explains Partnership Distribution Rights And Power of GP

by Morris James LLP on

ESG Capital Partners II L.P. v. Passport Special Opportunities Master Fund L.P, C.A. 11053-VCL (December 16, 2015) This is an interesting decision for 2 reasons. First, the Court explains what might have seemed obvious...more

Recent North Carolina Court of Appeals Decision Serves as Reminder to Owners Associations

by Ward and Smith, P.A. on

A recent decision by the North Carolina Court of Appeals serves as a reminder that owners associations must deal fairly with their members at all times and board members must not let past disputes or personal issues cloud...more

Court Of Chancery Reverses Director Resignation

by Morris James LLP on

In this unusual case, the Court of Chancery has reinstated a director who was tricked into resigning. The opinion has a good discussion of how directors may resign and when their resignation is not effective....more

Utah Supreme Court Lays Out Pro-Plaintiff Presumption of Harm Standard in Trade Secret Cases

by Seyfarth Shaw LLP on

The Utah Supreme Court recently issued a significant decision laying out a presumption of harm evidentiary standard in trade secret cases, which will be very useful for plaintiffs seeking injunctive relief in cases involving...more

Court Of Chancery Upholds Contribution Claim

by Morris James LLP on

This interesting decision both explains the conspiracy theory of jurisdiction and upholds an equitable contribution claim by the company required to advance fees to a director to have the director’s companies contribute...more

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

by Morris James LLP on

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

Exculpatory Provisions Provide Powerful Protection for Independent Directors

by Smith Anderson on

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

Commercial Restructuring & Bankruptcy News - May 2015, Issue 2

by Reed Smith on

In This Issue: - How Safe are the Bankruptcy Code Safe Harbors? - Stockton’s Chapter 9 Plan Approval - Delaware Chancery Court Clarifies Fiduciary Duties of Insolvent Corporation Directors in Derivative...more

General partner to pay $171 million for special committee’s failure to act in good faith: 2 key takeaways

by DLA Piper on

In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more

Court Of Chancery Awards Loser Fees

by Morris James LLP on

After years of litigating a breach of fiduciary duty case, the plaintiff won the battle but lost the war when the Court held that the defendants had breached their duties but there were no damages....more

Ninth Circuit Honors Canadian Business Law’s Exclusive Remedy Provision

The US Court of Appeals for the Ninth Circuit recently affirmed dismissal of a counterclaim for breach of fiduciary duty brought under Section 242 of the Alberta Business Corporations Act (ABCA), finding that only an Alberta...more

Alert: Using Insolvency Powers to Make Claims for Fraud: Important Supreme Court Decision

by Cooley LLP on

Companies are habitually used as part of a corruption scheme. Such companies often have only a single director, or a small number of directors, and are beneficially owned by the wrong-doers....more

Update: New Measures Adopted by Quebec to Promote Integrity in Public Contracts

On April 1, 2015, the Act to Ensure Mainly the Recovery of Amounts Improperly Paid as a Result of Fraud or Fraudulent Tactics in Connection with Public Contracts (Act) received assent following its unanimous adoption by...more

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