Business Organization Business Torts General Business

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:
News & Analysis as of

Three New Weapons to Combat Shareholder Litigation

Over the past several years there has been an overwhelming abundance of class action shareholder litigation. A study by Cornerstone Research found that in 2013 alone, 94% of mergers and acquisitions worth over $100 million...more

Cambridge Ret. Sys. v. Bosnjak, C.A. No. 9178-CB (Del. Ch. June 26, 2014) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted in part and denied in part the defendants’ motion to dismiss for failure to make a pre-suit demand on the board and for failure to state a claim, holding that demand...more

Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.) – Bankruptcy Court Takes Unusual Steps to Declare Corporate...

Companies that have valuable assets but also face significant liabilities will sometimes engage in restructurings to isolate, or “ring-fence,” the good assets from the liabilities. Often the companies are able to accomplish...more

In re El Paso Pipeline Partners, L.P. Derivative Litig., C.A. No. 7141-VCL (Del. Ch. Jun. 12, 2014) (Laster, V.C.)

In this memorandum opinion resolving cross-motions for summary judgment, the Court of Chancery dismissed in part claims challenging a drop-down sale governed by a limited partnership agreement that supplanted fiduciary duties...more

Oracle Partners, L.P., v. Biolase, Inc., C.A. No. 9438-VCN (Del. Ch. May 21, 2014) (Noble, V.C.)

In this post-trial memorandum opinion, the Court of Chancery ruled on the board composition of Defendant and Counter-Plaintiff Biolase, Inc. (“Biolase”). The Court declared that only one of two contested director...more

Fair Valuation and Mutual Fund Directors: History of Enforcement Actions Against Independent Directors

At the ICI 2014 Mutual Funds and Investment Management Conference, the staff of the Division of Investment Management announced that it would not propose comprehensive guidance on valuation of investment company portfolios...more

Polsinelli Podcasts - Be Careful What you Put in Writing - What Companies Need to Know About Document Retention  [Video]

There's an old saying "The Devil is in the Details." If you are an employer, what you record in a document, whether its marketing materials or employee evaluations, can be used for or against you at trial. Documents can make...more

Paradigm Shift? The Delaware Supreme Court Allows Bylaw That Shifts Attorneys’ Fees to Loser in Fiduciary Duty Litigation

Under the prevailing “American rule,” shareholders and their counsel face little financial risk when they assert claims against directors and officers for breaches of fiduciary duty, typically following the announcement of a...more

Internal Affairs Doctrine May Not Control Alter Ego Liability

The internal affairs doctrine “is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs — matters peculiar to the relationships among or...more

Corporate Shield Holds Up Against Creditor

There's no expression when speaking of football players to recognize a performance that hits three exceptional marks (like a hat trick in hockey or a triple double in basketball or the triple crown in baseball). Maybe there...more

Shareholder Proposals: Different Challenges, Different Results

This proxy season, several companies filed suit against shareholder activist, John Chevedden, challenging his shareholder proposals. Three companies, Omnicom Group, Inc., Chipotle Mexican Grill, Inc. and Express Scripts...more

Does the Business Judgment Rule Really Exist in Georgia?

On April 21, 2014, the Georgia Supreme Court heard oral arguments in the case of FDIC v. Loudermilk to determine whether the Business Judgment Rule really exists in Georgia. Claiming contrary decisions on the Business...more

Delaware Case Continues High Scrutiny of Investment Bankers in Mergers and Acquisitions

In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with...more

Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

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

California’s New RULLCA Provides Ample Potential For Member Liability

Recently, I wrote about Corporations Code Section 17703.04(a) which in singularly inept fashion attempts to establish the non-liability of members of a limited liability company under the California’s new Revised Uniform...more

"Reliance by Directors: What’s a Conscientious Director to Do?"

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

Caspian Select Credit Master Fund Ltd. v. Key Plastics Corp., C.A. No. 8625-VCN (Del. Ch. Feb. 24, 2014) (Noble, V.C.)

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

Amicus Decries “Tortification” Of Contract Law

In For Executives, This May Have Been The Most Frightening Holding Of 2013, I wrote about the Court of Appeal’s decision in Asahi Kasei Pharma Corp. v. Actelion Ltd., 222 Cal. App. 4th 945 (2013). Readers may recall that...more

Joint Venturer May Be Partner By Estoppel

Benjamin Disraeli is often credited with saying “With words we rule men”. I haven’t found a source for that particular quotation. Even if he never uttered or wrote those words, I like the quote and the idea that the former...more

Why infect the law of trusts with good faith doctrine?

The law’s good faith principle has traditionally regulated legal relationships, such as the contractual relationship. Equity’s more intense fiduciary principle has generally regulated equitable relationships, such as the...more

Delaware Court of Chancery Applies Implied Covenant of Good Faith and Fair Dealing to Prohibit An Acquiring Entity From Diverting...

In American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., CA NO. 9490-VCG, 2014 WL 354496 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery applied the implied covenant of good faith and fair dealing to a...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

North Carolina Business Court Limits Unfair and Deceptive Trade Practice Claims Concerning Internal Corporate Matters

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

Delaware Supreme Court: No Duty to Buy Out Minority Shareholders in Closely Held Corporations

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

Corporate and Financial Weekly Digest - Volume IX, Issue 4

In this issue: - ISS Updating QuickScore Methodology and Opening Data Validation Period - First MAT Determinations Are Deemed Certified - CFTC Interdivisional Working Group to Review Swap...more

372 Results
|
View per page
Page: of 15

Follow Business Organization Updates on: