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Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

The Fluid State of Delaware Fee-Shifting Bylaws

On May 8, 2014, the Delaware Supreme Court held in ATP Tour, Inc. v. Deutscher Tennis Bund that a bylaw provision that shifts "all fees, costs and expenses of every kind and description (including, but not limited to...more

MoFo New York Tax Insights - Volume 4, Issue 10 - October 2013

In This Issue: Despite Incorrect Advice from NYS Tax Department, Conference Request Held to Be Untimely; Corporate Officer Liable for Sales Tax Despite Creditor’s “Sweep Arrangement” with Corporation; Charter Yacht Not...more

May the Trustee’s Personal Debt to the Trust Owed as a Result of a Breach of Trust be Discharged in Bankruptcy?

The U.S. Bankruptcy Code provides that a personal debt is not dischargeable if the debt had been occasioned by the debtor’s defalcation while acting in a fiduciary capacity. Courts of appeals had long disagreed about the...more

Does The Victims Of Corporate Fraud Compensation Fund Deny Due Process?

In notorious defiance of the California Constitution, the legislature in 2002 established the Victims of Corporate Fraud Compensation Fund. See Victims of Corporate Fraud. The purpose of the fund is to provide ”restitution to...more

SEC Annual Report: Thousands of Tips, One Award & Minimal Transparency

In its Annual Report on the Dodd-Frank Whistleblower Program (Report), the SEC has revealed that it has received 3,001 tips during its 2012 fiscal year (the first year of this program), and it paid out its first award to a...more

How to Leverage SEC Whistleblower Rules: Seven Steps to Incentivizing Internal Reporting

The SEC whistleblower program, implemented under Section 922 of the Dodd-Frank Act, is primarily intended to reward individuals who act early to expose violations and who provide significant evidence that helps the SEC bring...more

CFPB’s First Enforcement Action Warns Financial Institutions About Liability for Third Party Activities on their Behalf; Related...

This article by Victoria Holstein-Childress discusses the CFPB’s first enforcement action, announced July 18, 2012, which together with a parallel OCC enforcement action required a major bank to pay $210 million to settle...more

California Federal District Court Holds That Section 1312(a) of the California Corporations Code Provides the Exclusive Remedy For...

In Dixon v. Cost Plus, Inc., No. 12-2721, 2012 U.S. Dist. LEXIS 90854 (N.D. Cal. Jun. 27, 2012), the United States District Court for the Northern District of California held that Section 1312(a) of the California...more

InfoBytes Special Alert: DOJ Increasingly Pursuing Both Monetary and Non-Monetary Relief in Civil Enforcement Actions

Last month, in a potentially significant but largely overlooked development, the Department of Justice ("DOJ") signaled that it would "increasingly" pursue "innovative, non-monetary measures" when it settles civil fraud...more

Some Important Bills To Watch Tomorrow

Tomorrow, the Assembly Judiciary Committee will hear several important bills that passed out of the Senate: - SB 323 (Vargas) - This bill would enact the California Revised Uniform Limited Liability Company Act to...more

Condominium Owners' Right to Sue Developer for Common Element Deficiencies

Section 23(1) of the Condominium Act (the “Act”) empowers a condominium corporation to sue on its own behalf and on behalf of all unit owners in respect of damage to the common elements. In the case of 1420041 Ontario Inc. v....more

Tackling Internal Fraud: Weeding Out The Enemy Within

Advancements in technology have made fraudulent schemes easier to perpetrate, and have allowed criminal activity to expand in both quantity and nature. Today, corporate fraud is limited only by the creativity of the...more

Former Employee Blows the Whistle on Delaware Unclaimed Property Exposure

In a recent unpublished decision, the Superior Court of Delaware, New Castle County, decided to allow a business entity’s former tax manager, joining with the attorney general for the state of Delaware, to proceed with a...more

G2 Compliance Report -- Keeping the Whistle Away From the Whistleblower: The Laboratory Compliance Officer’s Role in Qui Tam...

Do you, as a laboratory compliance officer, want to spare your employer the disruption, expense, and burden of a government enforcement action? The answer, of course, is “yes.” The most effective and efficient way of doing so...more

The New NRLB Rules: What is the Current Status?

On May 15, 2012, the Federal District Court in Washington, D.C. enjoined effect of the new NLRB election rules, noting in the opinion that the the National Labor Relations Board did not have a legal quorum voting when the...more

Federal Court Invalidates NLRB’s ‘Ambush Election’ Rule

Finding that no quorum existed to allow the National Labor Relations Board to take administrative action, a federal judge in Washington, D.C., has struck down the NLRB’s attempt to change the way it handled elections in the...more

Federal Court Enjoins NLRB’s "Ambush Election" Rule on Procedural Grounds; Reprieve for Employers May Prove Short-Lived

On Monday, May 14, 2012 a federal court in Washington, D.C. issued an Order invalidating the NLRB's controversial "ambush election" rules which took effect on April 30, 2012, on grounds that the rules were not properly...more

Judge Blocks NLRB's Union Election Rules

On Monday, a federal judge in Washington, D.C. blocked the National Labor Relations Board’s controversial new rules concerning the union representation election process that had gone into effect at the end of April 2012. The...more

Act Now Advisory: Court Strikes Down NLRB "Quickie Election" Rules .

In a sharp setback for the National Labor Relations Board (the “Board”), a federal district court in Washington, D.C. (the “Court”), struck down the Board’s election rules, which took effect on April 30, 2012, on technical...more

NLRB Notice Posting Requirement and New Representation Election Rules

On August 25, 2011, the National Labor Relations Board (NLRB) issued a rule requiring essentially all private employers to post a notice informing employees of their rights under the National Labor Relations Act (the Act). ...more

Judge Rules NLRB's Fast-Track Election Rule Invalid

On May 14, 2012, U.S. District Judge James Boasberg, a 2011 Obama appointee to the Washington, D.C. District Court, found invalid the National Labor Relations Board's recent rule that would speed up union elections, because...more

The Case Of The Board Member Who Didn’t Show Up – Or Did She?

Consider a board with a total of five authorized members but with only three members in office. The board is facing a various contentious decision on whether to engage in a transaction. Two of the board members favor...more

Court Of Appeal Clarifies Limits Of Legal Protection Provided To Medical Marijuana Collectives, Cooperatives And Dispensaries...

The Court of Appeal recently issued an opinion that clarifies the operational parameters of medical marijuana collectives, cooperatives, and dispensaries, confirms that cities may pursue civil injunction relief under Health...more

A Good Meal, A Good Time And A Good Securities Offering?

A well-used sales technique is to offer prospective purchasers a free meal. In fact, the North American Securities Administrators Association has issued this alert to seniors about the dangers associated with a “free...more

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