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NY High Court To Address Continuing Vitality Of “Separate Entity” Rule For International Banks With New York Branches

This September, New York’s highest court will consider an issue of significant interest to international banks with a New York presence – whether a judgment creditor can use New York’s judgment enforcement procedures to...more

Venture Capital Firm Liable For "Aiding And Abetting" Breach Of Fiduciary Duty

A recent case in the California Court of Appeals underscores the dangers that await venture capital firms brave (or foolish) enough to fund companies in the midst of internal disputes. In American Master Lease LLC v Idanta...more

The Importance of Planning Joint Venture Exit Strategies

With the Miami real estate market making a resurgence, there is a new rush for companies to come together in a joint venture to acquire real estate and develop projects. With the excitement of a new deal, the joint venture...more

Mandatory Retirement in Professional Services Firms

On May 22, 2014, the Supreme Court of Canada released its decision in McCormick v Fasken Martineau DuMoulin LLP. The Court found that John McCormick, an equity partner in Faskens, was not an employee for the purposes of the...more

Corporate and Financial Weekly Digest - Volume IX, Issue 17

In this issue: - Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law - SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use - FINRA...more

First Circuit Orders AIG To Advance Defense Costs In FDIC Suit Because Of “Likelihood Of A Remote Possibility Of Coverage”

On March 31, 2014, the First Circuit reaffirmed the breadth of an insurer’s duty to defend. In W Holding Co., Inc. v. AIG Ins. Co.-Puerto Rico, No. 12–2008, 2014 WL 1280246 (1st Cir. Mar. 31, 2014), the appellate court ruled...more

Poison Pills with Lower Ownership Thresholds for Activist Investors Come Under Attack

On March 25, 2014, Daniel Loeb’s Third Point LLC filed suit against Sotheby’s and its directors in Delaware’s Court of Chancery to invalidate Sotheby’s poison pill. The board of Sotheby’s adopted the poison pill this past...more

New York Court Affirms Separate Entity Ruling on Appeal

On March 11, 2014, a New York state appellate court affirmed an important decision on the “separate entity” rule that is favorable to all multinational banks that maintain a New York branch. New York’s separate entity rule...more

Eleventh Circuit Rejects Extension of the “No Duty” Rule and Allows D&Os to Pursue State-Law Defenses Based on FDIC Conduct

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

Eleventh Circuit Upholds Directors’ Affirmative Defenses Based on FDIC’s Post-Receivership Conduct

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

Two Certified Issues to the Georgia Supreme Court Will Address Application of the Business Judgment Rule to Bank Officers and...

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

Federal Court Dismisses FCA Claims Against Bank’s Outside Directors

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

Loan Guarantors Fail To Establish Sham Guaranty Defense to Avoid Commercial Loan Obligations

A California appellate court recently found that despite the unity of ownership between a defendant's entities used for purposes of borrowing money in a commercial loan transaction, the debtor could not rely on the "sham...more

Eleventh Circuit Certifies Questions On Georgia Business Judgment Rule In Bank Officer Case, Declines To Apply “No Duty” Rule To...

On December 23, the U.S. Court of Appeals for the 11th Circuit certified questions to the Georgia Supreme Court regarding whether bank directors and officers can be subject to claims for ordinary negligence under the state...more

Can Your Director Bank On The Business Judgment Rule?

Ever had one of those days where you think you’re acting with good faith, diligence, and care, and yet you still get sued by the FDIC? The directors and officers of the now defunct Buckhead Community Bank in Georgia find...more

AM General Holdings LLC v. The Renco Grp, Inc., C.A. No 7639-VCN (Oct. 31, 2013) (Parsons, V.C.)

In this Memorandum Opinion, the Court of Chancery (i) denied plaintiff’s motion for partial summary judgment on its claim that defendants breached a “prohibited investments” clause of an LLC agreement and (ii) granted, in...more

Federal Court Allows FDIC D&O Suit Involving Business Judgment Rule To Proceed

On November 14, the U.S. District Court for the Southern District of West Virginia denied motions to dismiss filed by former officers and directors of a failed federal thrift who allegedly contributed to the bank’s collapse...more

Editorial: Fla.'s 'Safe Harbor' Most Litigators Are Not Familiar With

First mortgage lenders acquiring title to collateral consisting of condominium units or homes in a homeowners community are afforded protection against assessment liability under both the Florida Condominium Act (Chapter 718...more

"Inside the Courts: Supreme Court to Hear Class Action Certification Appeal in Halliburton"

Today, in a case that could have significant implications for putative federal securities class actions, the Supreme Court granted certiorari in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317. In its petition for...more

MoFo New York Tax Insights - Volume 4, Issue 11 -- November 2013

In This Issue: Taxpayer Wins and Loses in Statutory Residency Case; Guidance Issued on Reciprocal Credit for Sales or Use Tax; State Tax Department Issues Guidance on START-UP NY Program; and Insights in...more

Corporate and Financial Weekly Digest - October 18, 2013

In this issue: - Voluntary Withdrawal of Appeal in Delaware Exclusive Forum Bylaw Case - SEC Chair Speaks on Public Company Disclosure - Identity of Heinz Traders Uncovered in $4.8 Million Insider Trading...more

Court of Federal Claims Rules Adviser Fraud Does Not Extend Three-Year Statute of Limitations Period

The U.S. Court of Federal Claims recently held that third-party fraud committed on a partnership’s tax return did not extend the three-year statute of limitations period for assessment of income taxes, a decision that...more

DiRienzo v. Lichtenstein, et al., C.A. No. 7094-VCP (Del. Ch. Sept. 30, 2013) (Parsons, V.C.)

In this lengthy memorandum opinion, the Court of Chancery dismissed claims relating to a series of complex transactions in which a hedge fund, previously organized as a private limited partnership, was converted by its...more

Recent Decision of the U.S. Court of Appeals for the First Circuit May Have Significant Implications for Private Equity Funds

In late July of this year, the U.S. Court of Appeals for the First Circuit reversed a Massachusetts District Court, and in a decision of first impression, held that one of Sun Capital Partner’s private equity funds was liable...more

CalPERS’ Warning Of Chill Goes Unheeded

Last November, Judge James P. Kleinberg of the Santa Clara Superior Court in San Jose, California ruled on motions for summary judgment in a case brought by former employees of a management company that had been retained by...more

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