Business Organization Civil Remedies

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How to enforce adjudication decisions and deal with insolvency

Adjudications on the increase - Anecdotal evidence suggests that adjudications are still on the increase. This increase is supported by the statistics in the Adjudication Society's 15th report, which shows a 5 per cent...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

Merger does not invalidate noncompete, nonsolicitation covenants

When corporate mergers and acquisitions take place, the parties frequently ask, “What is the effect on the acquired company’s contracts?” That was the issue in a case involving noncompetition and nonsolicitation covenants in...more

SEC Hands Out Millions While Leaving The Public In The Dark

Last week, the Securities and Exchange Commission issued a press release announcing its decision to award $20 million “to a whistleblower who promptly came forward with valuable information that enabled the SEC to move...more

SEC's Whistleblower Program Is Alive and Well

The U.S. Securities and Exchange Commission (the “Commission”) has reported to Congress that its Whistleblower Incentives and Protections program continues grow, not only in terms of the number of tips received and the number...more

Intellectual Property Newsletter - November 2016

Patent Venue at the Supreme Court - If TC Heartland has its way, patent venue law is about to fundamentally change. Factual Background - Kraft sued TC Heartland, a limited liability company organized...more

Who Knew That A Motion To Transfer Venue Could Be So Complicated?

North Carolina cases that are filed in an "improper county" can be transferred to the "proper county" if the "defendant, before the time of answering expires, demands in writing that the trial be conducted in the proper...more

SEC Prevails In Insider Trading Jury Trial

The Commission prevailed at trial against a corporate insider charged with tipping his friend prior to the announcement of favorable regulatory action on an application to market a drug. The friend not only traded but...more

Beware CC&Rs — They Can Bite

In teaching Real Estate Transactions and Litigation to advanced Law and Business students at U.C. Berkeley’s School of Law, I find that one of the most difficult concepts to explain is the impact of property use restrictions...more

Slam on the Slam – A California Court Further Limits the Sham Guaranty Defense

There has been much recent California case law regarding the sham guaranty defense and for good reason – success for a guarantor on this defense can eliminate a lender’s recovery of a deficiency against a guarantor of a...more

Independent Medical Staff Denied Title VII Protection

It has not been unusual for employed physicians to seek the protection provided to independent medical staff members through the due process procedures provided by medical staff by-laws. The case of Levitin and Chicago...more

Directors’ Duties in the UK (England and Wales)

A director who breaches the obligations and duties imposed on him by his office may be liable to compensate the company for breach of duty, may incur personal liability for the company’s debts, may also face criminal or civil...more

District Court Grants Plaintiff's Motion for Preliminary Injunction to Preclude Defendant from Discussing Case with Plaintiff's...

In this patent infringement action, the Defendant, GHP Group, Inc. ("GHP"), hired the Plaintiff's, ProCom Heating, Inc. ("ProCom"), president during the litigation. The Plaintiff then filed a request for a temporary...more

Forfeiture of an LLP Member's Profit Share

A recent English Court decision confirms that members of LLPs who breach their fiduciary duties are at risk of having their remuneration (including that received by way of profit share) forfeited. This is in addition to...more

Supreme Court Requires Many More VOSB Set-Asides

On June 16, 2016, the United States Supreme Court ruled that the Department of Veterans Affairs (VA) must apply the “Rule of Two” in all contracting decisions in Kingdomware Technologies, Inc. v. United States, 136 S.Ct. 1969...more

Executive Compensation Under Section 503(c) – The Sports Authority Story

A recent, and highly publicized, decision from the case formerly known as Sports Authority, In re TSA WD Holdings, Inc. et al., Case No. 16-10527 (MFW), Bankr. D. Del. (Docket #2863, Aug. 31, 2016), allowed the defunct...more

Weekly Update Newsletter - October 2016 #2

GOVERNMENT CONTRACTS - Implementing Category Management for Common Goods and Services - The Office of Federal Procurement Policy (“OFPP”) in the Office of Management and Budget (“OMB”) has proposed the issuance of a...more

SEC FY 2016: A Record Year for Enforcement Cases Against Funds and Advisers

On October 11, 2016, the Securities and Exchange Commission announced that it prosecuted a record number of enforcement cases against investment advisers and investment companies in the fiscal year ended September 30, 2016....more

Court-Appointed “Tiebreakers” In a 50/50 Ownership Setting

When two people start a company, neither wants to give control to the other, so ownership is usually split 50/50. This sounds like a great idea at the outset, when everyone is on the same page, and there is usually no other...more

A Review of Recent Whistleblower Developments

SEC Brings First Stand-Alone Whistleblower Retaliation Enforcement Action - On September 29, 2016, the U.S. Securities and Exchange Commission (SEC) brought its first stand-alone whistleblower retaliation case under...more

CFPB and California Announce Enforcement Actions Against Online Lender

On Tuesday, September 27, 2016, the CFPB and the California Department of Business Oversight (“DBO”) announced separate enforcement actions against Flurish, Inc., an online lender that does business as “LendUp” in California...more

The Underwear Heist

On September 20, 2016, Intimateco, LLC filed suit against Bliss Lingerie Corp., its founder – the former Intimateco Vice President of Operations – and related parties for trademark and copyright infringement, and related...more

Hold on to Your (Top) Hat: ERISA Section 502(a)(3) May Be Used to Enforce the Terms of a “Top-Hat” Benefits Plan

Thanksgiving is typically a time for gratitude, gathering with family, and acts of kindness among fellow men and women. But in one recent case, a bank used Thanksgiving to force-feed a separation agreement to its outgoing...more

Court Reversed Forfeiture Award Due To Trial Court Not Indicating It Followed The Correct Standard

In Cooper v. Sanders H. Campbell/Richard T. Mullen, Inc., a company filed suit under a promissory note against a former joint venture partner. No. 05-15-00340-CV, 2016 Tex. App. LEXIS 9253 (Tex. App.—Dallas August 24, 2016,...more

Unanimous Colorado Supreme Court Issues Precedential Ruling on General, Tag Jurisdiction

In a closely watched case, Monday’s Colorado Supreme Court decision in Magill v. Ford Motor Co. established two precedents that will make it harder to sue foreign corporations in Colorado going forward. The underlying...more

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