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The High Court of Justice hands down judgment on professional negligence in tax avoidance schemes

by Dentons on

The High Court of Justice (in the case of Halsall and others v. Champion Consulting Ltd and others [2017] EWHC) has handed down judgment in a professional negligence claim arising out of failed tax avoidance schemes. HHJ...more

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

Delaware Court Of Chancery Identifies Fiduciary Duty Constraints On Preferred Equity

by Cole Schotz on

A recent decision of the Delaware Court of Chancery (the “Court”) places certain fiduciary constraints on a company’s ability to satisfy its obligations to its preferred equity holders. While investors often seek to acquire...more

Delaware Chancery Court Dismisses Caremark Claim For Failure To Adequately Allege That The Board Consciously Disregarded FCPA...

by Shearman & Sterling LLP on

On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more

Delaware Chancery Court Declines To Dismiss Claims Under Corwin, Finding The Complaint Adequately Pleaded That The Shareholder...

by Shearman & Sterling LLP on

On May 31, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of Charter...more

The Federal Circuit Grapples With a Messy Breakup and Trademark Ownership

by Dorsey & Whitney LLP on

Last week, the U.S. Court of Appeals for the Federal Circuit provided important guidance on the standard applicable to resolving disputes over the rightful ownership of a trademark where the mark has been used by a group of...more

Georgia Court of Appeals Affirms Dismissal of Georgia Patronage Capital Lawsuits

The Georgia Court of Appeals has affirmed the dismissal of two class action patronage capital lawsuits against Oglethorpe Power Corporation, Georgia Transmission Corporation (GTC), and certain distribution electric membership...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

by Morris James LLP on

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages...more

Court Of Chancery Explains Corwin Limits

by Morris James LLP on

This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more

Dissipation of Assets May be Tort Under English Law: Marex Financial Limited v. Carlos Sevilleja Garcia [2017] EWHC918

by Bryan Cave on

There is a joke that freezing injunctions are dangerous to heath. They appear to be carcinogenic, as people subject to them often tell the Court they are too ill to engage with proceedings....more

United States Asks Supreme Court To Resolve Whether State Courts Have Jurisdiction Over Securities Act Claims, Arguing That State...

by Shearman & Sterling LLP on

On May 23, 2017, the Acting Solicitor General (“ASG”) filed a brief on behalf of the United States as amicus curiae urging the Supreme Court to grant the petition for a writ of certiorari in Cyan,Inc. v. Beaver County...more

Court Affirms Jury Finding Of No Breach Of Fiduciary Duty In Partnership Dispute

by Winstead PC on

In Thunder Rose Enters. v. Kirk, the plaintiffs sued the defendant for various claims, including breach of fiduciary duty based on an alleged partnership dispute. No. 13-15-00431-CV, 2017 Tex. App. LEXIS 3481 (Tex....more

Torts & Insurance Cases from the 4th Circuit Court of Appeals

by Nexsen Pruet, PLLC on

Each month, Nexsen Pruet attorney Marc Manos, a member of the SC Bar Torts and Insurance Practice Section Council, sheds light on a few recent cases from the Fourth Circuit Court of Appeals, focused in the area of Torts &...more

First Circuit Affirms Dismissal of Securities Class Action Against Biogen Inc.

On May 12, 2017, the U.S. Court of Appeals for the First Circuit affirmed dismissal of the putative securities class action In re Biogen Inc. Securities Litigation, No. 16-1976. The action was filed in the U.S. District Court...more

Ninth Circuit Applies Omnicare Standard to Section 10(b) Claims, Tightens Pleading Standard for Securities Fraud

by Perkins Coie on

In City of Dearborn Heights Act 345 Police & Fire Retirement System v. Align Technology, Inc. (Dearborn), the Ninth Circuit established additional requirements for pleading securities fraud claims based on statements of...more

"Court of Chancery Provides Guidance on 'Credible Basis' Standard for Obtaining Books"

The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more

International Arbitration Newsletter - May 2017

by Latham & Watkins LLP on

On 1 March 2017 the UK Supreme Court1 overturned an order of the Court of Appeal and decided that Nigerian National Petroleum Corporation (NNPC) could not be required to provide monetary security as a condition for resisting...more

Courts Continue to Struggle with Jurisdiction by Consent

by King & Spalding on

Introduction - On January 26, 2017, the U.S. District Court for the Southern District of New York (S.D.N.Y.) decided Famular v. Whirlpool Corp., a case addressing the circumstances in which an out-of-state corporation may...more

Court Of Chancery Explains The “Known Looter” Theory For Controllers

by Morris James LLP on

This is an interesting decision because it examines an intriguing legal theory for holding a controlling stockholder liable in a sale: the “known looter” theory. Generally speaking, controllers can sell their stock to whoever...more

Supreme Court to Consider Whether Non-Compliance with SEC Regulation Can Give Rise to Securities Fraud Liability

by Dechert LLP on

In Leidos, Inc. v. Indiana Public Retirement System, No. 16-581, the U.S. Supreme Court will resolve an important circuit split regarding securities fraud liability. Specifically, the Court will determine whether Item 303 of...more

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

Court Of Chancery Discusses Interrelationship Between Corwin and Santa Fe

by Morris James LLP on

In its now famous Corwin decision the Delaware Supreme Court held that when a majority of the stockholders in a fully informed, noncoercive vote approve a transaction, the business judgment rule applies and the transaction is...more

Court Of Chancery Explains Fiduciary Duty Of Preferred Stockholders’ Directors

by Morris James LLP on

This decision is a primer on most of the major issues in Delaware corporate law. However, what it is most likely to be remembered for is its explanation of the duties that directors have to the enterprise as a whole, even...more

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