Business Organization › Civil Procedure › Constitutional Law

The Supreme Court Again Revisits (And May Rein In) Personal Jurisdiction: Two Cases Now Up Next Term

On April 22, 2013, the Supreme Court granted review in another personal jurisdiction case: DaimlerChrysler AG v. Bauman, No. 11-965 (cert. granted Apr. 22, 2013). The question presented in DaimlerChrysler is “whether it...more

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more

Inside The Courts - March 2013 | Volume 5 | Issue 1

In This Issue: *U.S. SUPREME COURT - Class Certificaton - Amgen Inc. v. Conn. Ret. Plans and Trust Funds, No. 11 1085 (U.S. Feb. 27, 2013) - Statutes of Limitations - Gabelli v. Sec. & Exch. Comm’n, No....more

Forum Selection Bylaws And The California Constitution

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law. See A Forum Selection Clause Issue That You May Not Have Heard About...more

Fourth Circuit Holds Bankruptcy Trustee Cannot Pursue Former Directors Of Bankrupt Holding Company For Alleged Mismanagement Of...

On December 28, the U.S. Court of Appeals for the Fourth Circuit affirmed a district court holding that a bankruptcy trustee lacked standing to sue former directors of an insolvent bank holding company for alleged...more

Does Every 10% Owner Owe A Fiduciary Duty To The Corporation?

If I told you that all 10% owners owe a fiduciary duty to the corporation, I’d be surprised if you weren’t surprised. However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v....more

Kiobel v. Royal Dutch Petroleum

Supplemental Brief of Amicus Curiae The CATO Institute In Support of Respondents

Last term, the Supreme Court postponed its decision in Kiobel v. Royal Dutch Petroleum, a case that initially asked whether the Alien Tort Statute — one of our oldest laws (1789), giving federal courts jurisdiction over...more

Redemptions in kind – the end of the road for in specie distributions?

In the recent case of Re FIA Leveraged Fund the Grand Court considered whether an in specie distribution properly discharged the Fund’s liability to redeeming investors. Rather like the recent Weavering decision, the...more

Mongols Nation Finds No Xanadu In Lancaster

In July 2009, the Mongols Nation Motorcycle Club, Inc. planned to hold its annual convention in Lancaster, California. Allegedly, the mayor was not pleased with the prospect of hosting a social and fraternal organization...more

D.C. Circuit Affirms That Foreign State-Owned Corporations Are Entitled to Due Process Protections in United States Courts

On May 25, 2012, the United States Court of Appeals for the D.C. Circuit, ruling in GSS Group Ltd. v. National Port Authority, re-confirmed that foreign corporations owned by a foreign sovereign are entitled to the Fifth...more

Recent Developments in the State Taxation of Pass-Through Entities and Their Owners

State and local taxation of pass-through entities continues to present complex issues for the owners of those entities, especially when the pass-through entities are conducting business in multiple states. Compared with...more

Director May Pursue Malicious Prosecution Claims Against Plaintiffs’ Attorneys

Lawsuits against directors can seem very one-sided with the plaintiffs starting at bat and never having to take to the field to play defense. This may be changing as a result of a very significant decision issued last Friday...more

Court Applies California Demand Requirement To Scottish Company (Again)

Last December, I wrote about U.S. District Court Judge Jeremy Fogel’s decision in Johnson v. Myers, 2011 U.S. Dist. LEXIS 112897 (N.D. Cal. Sept. 30, 2011). The case involved an attempt by some of the stockholders of a...more

For Corporations, a "Virtual Office" in New Jersey Can Lead to an Actual Tax

For out-of-state corporations that do business in New Jersey through the use of “virtual offices,” the recent decision by the Appellate Division of the Superior Court of New Jersey in Telebright Corporation, Inc. v. Director,...more

Court Holds Vote To Remove Director Is Not An Exercise Of Free Speech

When directors vote to remove a fellow director, are they exercising their free speech rights? This may seem to be a question that is reserved for courses in legal theory. In California, however, answering the question can...more

Feeley, et al. v. NHAOCG, LLC, et al., C.A. No. 7304-VCL (Del. Ch. Mar. 20, 2012) (Laster, V.C.)

In this case, the Court, relying on the implied consent provisions found in the Delaware Limited Liability Company Act (the “Act”), found that it was entitled to exercise personal jurisdiction over defendant NHAOCG, LLC...more

Kiobel v. Royal Dutch Petroleum Co.

Brief of Amicus Curiae The CATO institute In Support Of Respondents

One of our oldest laws, the Alien Tort Statute (1789), grants federal courts jurisdiction over lawsuits brought by aliens for actions “in violation of the law of nations.” Courts have differed in their method...more

Court Rules Choice Of Law Provision Takes Precedence Over Internal Affairs Doctrine

To say that the Delaware courts and bar are very fond of the internal affairs doctrine is about as controversial as wearing white before Labor Day. If you have any doubts about the sacred status of the doctrine in Delaware, I...more

Ninth Circuit Latest to Permit Corporate Liability Under Alien Tort Statute; Supreme Court to Resolve Circuit Split in 2012

In Sarei v. Rio Tinto, PLC, Nos. 02-56256, 02-56390, 09-56381, 2011 WL 5041927 (9th Cir. Oct. 25, 2011), the United States Court of Appeals for the Ninth Circuit became the latest Circuit to hold that corporations may be held...more

Court of Appeal Decides Buy-Out Questions Under Re-RULPA

California’s Uniform Limited Partnership Act of 2008, commonly known as Re-RULPA, established a mechanism by which partners can avoid a judicial dissolution of the partnership by purchasing for cash the partnership interest...more

Lenders Beware: Delaware Supreme Court Holds Creditors of Insolvent LLC Lack Derivative Standing

The Delaware Supreme Court recently held that creditors lack standing to bring a derivative suit on behalf of an insolvent Delaware limited liability company (an “LLC”) under the Delaware Limited Liability Company Act (the...more

Arizona Will Audit Certain Organizations

Last week, the Arizona Secretary of State’s office announced that it will begin auditing statewide and legislative “independent expenditure committees,” that engage in political activism without registering as political...more

Stamp Duty Tax: How to Calculate It?

Almost everybody who is involved in any commercial transaction has to deal with creating, authorizing or validating a number of official documents. Hence it would serve him well to know about stamp duty, which is nothing but...more

We're People Too: Corporation Have Standing to File CEQA Citizen Suits

Corporations now have the ability to file citizen suits to assert public interests without facing heightened scrutiny by the courts. The California Supreme Court ruled that a coalition of plastic bag manufacturers and...more

Limiting Personal Jurisdiction Over Foreign Entities

Law360, New York (July 12, 2011) -- On June 27, 2011, the U.S. Supreme Court issued two landmark decisions limiting the assertion of personal jurisdiction over foreign manufacturers for products liability claims involving...more