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
Why Choose the Dual Track Process?
Structuring Compensation Programs – Interview with David Lagasse, Member, Mintz Levin
Executive Compensation Packages – Interview with David Lagasse, Member, Mintz Levin
Last Monday the Supreme Court decided to hear Public Employees’ Retirement System of Mississippi v. IndyMac MBS, Inc. (No. 13-640) to resolve when investors can rely on pending class actions to litigate claims of false or...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
How many websites and marketing materials have you seen that identify a company’s suppliers and other vendors as “partners”? Does this mean that the company actually intends to communicate that it has formed a legal...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 February 6, the US Court for the Eastern District of New York dismissed a derivative suit against the CEO, general counsel and former international president of Sons of Norway, a fraternal organization. Former members of a...more
A recent ruling by Ontario’s highest court clarifying the law governing the enforcement of foreign judgments may turn Canada’s most populous province into an attractive forum for plaintiffs seeking to collect on judgments...more
The IRS recently filed a motion to dismiss class action claims brought by Tea Party groups. In NorCal Tea Party Patriots, et. al. v. IRS, et. al., S.D. Ohio, Case No. 1:13-cv-00341, Tea Party groups asserted that the IRS...more
In its recent decision in Craft v. Philadelphia Indem. Ins. Co., 2014 U.S. App. LEXIS 2680 (Feb. 11, 2014), the United States Court of Appeals for the Tenth Circuit, applying Colorado law, had occasion to consider whether...more
Our previews of the newest additions to the Illinois Supreme Court’s civil docket continue with Bettis v. Marsaglia, an election law case from the Fourth District. Bettis poses the question of whether a plaintiff’s failure to...more
As discussed below, on June 25, 2013, the Delaware Court of Chancery upheld the facial validity of forum selection bylaws unilaterally adopted by the boards of directors of Chevron Corporation and FedEx Corporation. In...more
Happy 2014! The start of the New Year invites a look back on highlights from the past year. In case you missed it, here’s a recap of what happened in the great Golden State during the last quarter of 2013....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
Shareholder litigation comes in waves. There is a widespread belief that the next big wave will be shareholder derivative litigation – a shareholder’s assertion of a claim belonging to the corporation, typically brought...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
The Second Circuit Court of Appeals concluded that an Exchange Act Section 10(b) claim for insider trading in a private damage action is based on federal law and applies to the purchase of shares of a delisted company by...more
We last wrote in July 2013 about Choc v Hudbay Minerals Inc., 2013 ONSC 1414, a decision which seemed to signal an increased willingness by an Ontario court to assume jurisdiction in a case of alleged wrongdoing by a foreign...more
In a decision announced at the end of 2013 in the case of FDIC v. Steven Skow, et al., the U.S. Court of Appeals for the Eleventh Circuit rejected an argument proposed by the Federal Deposit Insurance Corporation (FDIC) that...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
A number of recent Delaware judicial and legislative developments will have important implications for parties engaging in or advising on M&A transactions in 2014 and beyond.
Controlling Stockholder Transactions...more
During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more
The US Court of Appeals for the Eleventh Circuit recently issued the first appellate decision holding that, in actions brought by the Federal Deposit Insurance Corporation (FDIC), the officers and directors of failed banking...more
In a derivative action alleging insider trading, the Delaware Court of Chancery recently held that demand was excused as futile where the stockholder plaintiff alleged that a majority of the corporation’s board members sold...more
In an unexpected turn of events, two recent cases arising out of the U.S. District Court for the Northern District of Georgia have resulted in two sets of certified questions to the Georgia Supreme Court that will likely have...more
On January 3, the U.S. District Court for the Northern District of Illinois held that a relator failed to support allegations that the outside directors of a failed bank misrepresented to the FDIC the quality of the bank’s...more
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