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Court of Chancery Explains Tolling Law In Fiduciary Duty Case

In addition to explaining the seldom-used doctrines of mutual, running accounts and continuing wrongs as exceptions to the running of the statute of limitations, this decision is important for its review of when a claim of...more

Being a Returned Fugitive from Justice May Not Be the Worst Thing

But don’t flee justice! This is not legal advice to you, but I really don’t mean to recommend avoiding problems with federal prosecutors by going to other countries where it’s hard for those prosecutors to catch up with you....more

Court: Derivative Claims Allowed to Be Asserted as Part of Merger Attack

It is well-settled under Delaware law that in a merger a stockholder loses standing to assert a purely derivative claim. That claim passes instead to the acquiring company. As an asset of a Delaware company, derivative claims...more

Imposing Section 10(b) Liability Against Defrauded Corporation Reads Scienter Element out of Statute—An Analysis of In re...

From time to time, D&O Developments will take a closer look at an important issue decided in an appellate opinion. In this post, I analyze In re ChinaCast Education Corp. Securities Litigation, 809 F.3d 471 (9th Cir. 2015),...more

Lawsuit Dismissed After Demurrer Sustained Without Leave to Amend

Plaintiff filed a complaint in Contra Costa County against the property manager and Board members of her Homeowner’s Association, alleging various causes of action involving perceived violations of the Davis-Stirling Act and...more

August 2016: Circuit Courts Align to Shield SEC Administrative Proceedings from Collateral Constitutional Attack

In response to the financial crisis of the late 2000s, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010. Previously the SEC could pursue civil penalties only against...more

District Court Denies Apple's Request to Add Acacia into Patent Infringement Lawsuit as Alter Ego of Plaintiff

In this patent infringement action, Apple filed a motion to add additional Acacia entities as plaintiffs in the action. Apple's primary argue was that the Acacia entities were the alter egos of the plaintiff and that the...more

Court Of Chancery Determines Fee In A Transitory Property Case

When a derivative suit is settled in connection with a merger that cashed out minority stockholders, it makes sense to have the settlement proceeds go to those stockholders in proportion to their ownership....more

Court Of Chancery Dismisses Merger Litigation Under The Corwin Doctrine

This decision applies the Corwin doctrine to dismiss a suit attacking a merger that received stockholder approval. It explains that approval by a fully-informed, uncoerced majority of disinterested and independent...more

$3 Million Spoliation Sanction Despite Company’s Litigation Hold

Manufacturers involved in litigation must properly preserve electronically-stored information (“ESI”) or potentially face daunting sanctions. A recent antitrust case, however, demonstrates that lessons—multi-million dollar...more

After Adopting the “Fraud-on-the-Market” Presumption of Reliance, Australia is Poised to Become a Plaintiff-Friendly Venue

The United States is a popular location for securities class actions, due in large part to its reputation as a generally plaintiff-friendly system. A key contributor to that reputation is the acceptance of the...more

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016...more

Are Appraisal Cases to Decline?

Among the most-discussed issues in corporate law today is whether appraisal actions should be curtailed. Triggered by above-merger price awards after deals were shopped in the market, the argument is that the appraisal...more

Bloomberg Chat Is No Idle Chatter

Gone are the days when brokers or buy-side professionals picked up the phone to make bids and close deals. Instead, they “chat” through their Bloomberg Terminals. The more than 320,000 traders, investors, and other market...more

In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR (Del. Ch. June 30, 2016) (Montgomery-Reeves, V.C.).

In this memorandum opinion, the Court of Chancery dismissed claims for breach of fiduciary duty under Chancery Rule 12(b)(6), holding that an irrebuttable business judgment rule standard applies to a merger effected under...more

Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...more

Which Code Applies When A Stock Certificate Has Been Lost, Destroyed Or Wrongfully Taken?

Earlier this week, I wrote about Judge Edward M. Chen’s ruling in Sender v. Franklin Res., Inc., 2015 U.S. Dist. LEXIS 171453, 3-4 (N.D. Cal. Dec. 22, 2015). Judge Chen applied California Corporations Code Section 419 to a...more

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

Seventh Circuit Criticizes Disclosure-Only M&A Litigation Settlements, Holding That Supplemental Proxy Disclosures Must Address...

In In re Walgreen Co. Stockholder Litigation, No. 14 C 9786, 2016 WL 4207962 (7th Cir. Aug. 10, 2016) (Posner, J.), the United States Court of Appeals for the Seventh Circuit issued a highly charged opinion critical of an...more

Obeid v. Hogan, C.A. No. 11900-VCL (Del. Ch. June 10, 2016) (Laster,VC)

In this memorandum opinion, the Court of Chancery held that it was an improper abdication of authority for the board of directors of a Delaware limited liability company that had adopted the governance structure of a...more

D.C. Circuit Upholds Constitutionality of SEC Administrative Law Judges

The Securities and Exchange Commission (“SEC”) scored a significant victory yesterday in its quest to defend the increased use of its in-house judges when a three-judge panel of the D.C. Circuit ruled that the appointment of...more

Suspended And Dissolved Corporation Still Defaulted

The story is straightforward; the legal ramifications are not: The plaintiff sued a corporation. Before the lawsuit was filed, the Secretary of State had suspended the corporation and then the corporation was...more

Taylor English victory in litigation against IRS

Our client, Linchpins of Liberty, is a non-profit organization that, along with roughly 37 other clients, applied for non-profit status under IRC Sections 501(c)(3) or 501(c)(4). Because of their names, the IRS failed to...more

Development of Russian court practice on tax liabilities of permanent establishments that accept expenses from theirs foreign head...

On 29th of June 2016 the Commercial Court of Moscow delivered a judgement in case No. ?40-51925/16 under the claim of the Austrian company Strabag AG (the “Company”), which carries out business in Russia through a permanent...more

Court of Chancery Awards Mootness Fee for “Helpful” Supplemental Disclosures

The Court of Chancery’s highly-publicized decision in In re Trulia, Inc. Stockholders Litigation, 129 A.3d 884 (Del. Ch. 2016) (Bouchard, C.) (discussed here) took aim at the problem of disclosure-only settlements and...more

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