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Courts Reject Protection for Corporate Investigations, but Offer Helpful Guidance: Part II

Last week's Privilege Point described two cases rejecting defendant's protection claims for internal investigations. In each case, the court held that the defendant undertook its investigation in the ordinary course of its...more

Give Thanks and File Your Pennsylvania Net Loss Carryover Deduction Refund Claims!

In a decision sure to give Pennsylvania legislators and the Department of Revenue indigestion before their big Thanksgiving meals, the Commonwealth Court held that Pennsylvania’s net loss carryover (NLC) deduction cap...more

California Court Confirms No Absolute Public Policy Against Non-Competes Entered into by Partners

California’s prohibition on non-competition agreements is less than absolute. For example, non-compete agreements may be enforced against partners or sellers of businesses. Additionally, in SingerLewak LLP v. Andrew Gantman...more

Do Not Pass Go. Do Not Collect $200?: D&O Insurance—Advance Warning on Fee Advancement

In a recent string of decisions, the Delaware Chancery Court has addressed the scope of the right of Directors and Officers to have their legal expenses paid while governmental investigations or legal proceedings against them...more

A Veritable Feast: E-Discovery Tools and Resources for the Holiday Season

Thanksgiving is a time of reflection, for looking back on the challenges of the previous year and recognizing all those who supported us through them. It’s also a time of preparedness. Yes, most people see Thanksgiving as the...more

Ninth Circuit Severely Limits “Rogue Employee” Exception for Corporations in Securities Fraud Cases

In an issue of first impression, the Ninth Circuit Court of Appeals recently held that a rogue corporate officer’s fraudulent intent can be imputed to a corporation even where the defrauding officer acted against the...more

Be Alert Asia Pacific: Employment Law Newsletter - Shanghai Court Upholds Reinstatement Claim by Senior Manager Despite Removal by...

In September 2015, the Second Intermediate People's Court of Shanghai made a decision to uphold a former senior manager's claim for reinstatement, which has drawn a lot of attention. It is widely believed, at least in...more

Applying The "Common Legal Interest" Privilege In The Context Of A Financial Transaction

Sophisticated and complex commercial litigation and criminal investigations often involve many participants and their lawyers. In these cases, it is often beneficial for the lawyers to share confidential information pursuant...more

Pennsylvania’s Commonwealth Court Finds NOL Cap Unconstitutional, Grants Refund to Taxpayer

In a 5–2 decision, the Pennsylvania Commonwealth Court in an en banc panel has held that Pennsylvania’s NOL cap violates the Uniformity Clause of the Pennsylvania Constitution, and granted the taxpayer (Nextel Communications...more

Focus on Tax Controversy and Litigation - Second Circuit Determines that Tax Memo Shared Between Taxpayers and Banks Is Protected...

In addition to the discussion of the Second Circuit’s decision in Schaeffler, this month’s issue features articles regarding the “new” IRS Notices covering “Basket Options” and “Basket Contracts”, the Tax Court’s recent...more

My Business Was Hit With a Class Action! What Do I Do?

You may think that class action litigation is the legal problem of large companies, but even small mom-and-pop businesses can become targets for this type of litigation. The concerns could be wage related or accessibility...more

Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders

The Second Circuit held last week that a borrower did not waive the attorney-client privilege by providing documents to a consortium of lender banks that shared a common legal interest with the borrower in the tax treatment...more

Welcome Clarification of English Law Regarding Legal Advice Privilege

The High Court has delivered an important judgment on the application of legal advice privilege to factual reports delivered by lawyers to their clients in the context of a regulatory investigation. In the case of Property...more

Weltimmo v Hungarian DPA: Landmark Verdict on the Meaning of “Established”

In the case of Weltimmo s.r.o. v Nemzeti Adatvédelmi és Információszabadság Hatóság, the Court of Justice of the European Union (“CJEU”) handed down a landmark judgment in October 2015 on data protection legislation, tackling...more

A New Front in the Climate Change Debate

The climate change debate has taken a new turn with the recent revelations from New York Attorney General Eric Schneiderman’s office. A legal perspective from Skadden attorneys Noelle Reed and Wallis Hampton....more

The California Political Contribution Case That 19 Law Professors Missed

Earlier this week, I wrote about an amicus curiae brief submitted by 19 law school professors Friedrichs v. Cal. Teachers Ass’n, a case now pending before the United States Supreme Court. In particular, I questioned whether...more

Quadrant Structured Prods. Co. v. Vertin, C.A. No. 6990-VCL (Del. Ch. Oct. 20, 2015) (Laster, V.C.)

In this post-trial decision, the Court of Chancery held that a company’s repurchase of senior notes from an insider approximately six months after returning to solvency did not violate the express or implied terms of the...more

Court Affirmed Finding Of No Fiduciary Duty Because No Joint Venture Existed

In Stutz Rd. Ltd. P’ship v. Weekley Homes, L.P., plaintiffs sued a defendant for breach of fiduciary duty based on duties owed pursuant to an alleged joint venture. No. 05-12-01752-CV, 2015 Tex. App. LEXIS 11440 (Tex....more

Chancery Rejects Facebook Stockholder Ratification Argument

In Espinoza v. Zuckerberg, a stockholder challenged the Facebook board of directors' unanimous approval of a compensation plan for the company's six non-employee directors. The board consisted of eight directors, with only...more

2009 Caiola Family Trust v. PWA, LLC, C.A. No. 8028-VCP (Del. Ch. Oct. 14, 2015) (Parsons, V.C.)

In this 91-page post-trial opinion addressing a dispute between members of a Delaware limited liability company formed to own and operate a residential apartment complex in Kansas, the Court of Chancery held that the...more

Them’s the Rules: Preparing for the December 1st FRCP Amendments

With the 2015 FRCP amendments going into effect on December 1st, those of us working in e-discovery have to decide which camp we’ll fall in when it comes to our approach. The rule that was the most debated is 37(e). This was...more

Court Of Chancery Declines Stay In LLC Advancement Case

Tulum Management USA LLC v. Casten, C.A. 11321-VCN (November 9, 2015) - A Delaware court will not stay its hand in favor of litigation elsewhere in an advancement or indemnification case absent “exceptional...more

Delaware County Employees Retirement Fund v. Sanchez, No. 702, 2014 (Del. Oct. 2, 2015) (Strine, C.J.)

In this en banc decision, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of derivative claims for failure to plead demand futility adequately. The Court held that a director’s “deep friendship” with an...more

Espinoza v. Zuckerberg, No. 9745-CB (Del. Ch. Oct. 28, 2015) (Bouchard, C.)

In a decision reinforcing the importance of observing corporate formalities, Chancellor Bouchard found that a controlling stockholder cannot ratify a board’s self-dealing with something as informal as an affidavit, a...more

Best Practices: Keeping Corporate Communications Professional And Out Of The Courtroom

Corporate communications occur primarily electronically. It is important for companies to ensure these communications stay where they belong — within the company, not broadcast in a courtroom where a judge or jury can inject...more

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