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Federal Whistleblower Laws Collide With The Attorney-Client Privilege: The Bio-Rad Case Study

Seyfarth Synopsis: Federal whistleblower laws collide with the in-house attorney-client privilege. The trial round goes to the whistleblower. The expected appellate round has still not been fought. In a February 7,...more

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

Ex-GC Awarded $8 Million For Retaliatory Firing

A California federal jury awarded Sanford Wadler, former General Counsel of Bio-Rad Laboratories, $8 million for his claims against his former employer under the whistleblower provisions of Sarbanes-Oxley (SOX) and the...more

Delaware Court of Chancery Addresses Fee-Shifting Bylaws and Raises the Question of whether Fee-Shifting Could Be Plausible by a...

In 2015, the Delaware General Corporation Law (“DGCL”) was amended to prohibit Delaware corporations from adopting bylaws that imposed liability on a stockholder for the attorneys’ fees or expenses of the corporation or any...more

Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest

Welcome to another edition of Winter Case Notes in which I clear out my backlog of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who wish to...more

Many Discovery Tools Exist To Find Emails To Prove Shareholder Oppression

I have noted many times on this blog that emails often prove shareholder oppression cases. It can be fairly easy for majority shareholders who are careful, and seek legal advise beforehand, to mask their true intent when...more

Recovery of Contractual Attorneys’ Fees for Tort and Contract Claims - Dismissing Contract Action May Mean Attorney’s Fee...

Dismissing Contract Action May Mean Attorney’s Fee Liability. Neeshat S. Khan v. Michael Shim - Court of Appeal, Sixth Appellate District (December 29, 2016) - Civil Code § 1717(b)(2) generally bars the award...more

Ninth Circuit Holds That Securities Class Action Based on Violations of Ethics Code Properly Dismissed

On January 19, 2017, the Ninth Circuit affirmed the dismissal of a shareholder class action lawsuit alleging securities fraud violations, arising out of Hewlett-Packard’s former CEO’s alleged misrepresentations about HP’s...more

Court of Appeals Grants Leave to Appeal in Partnership Dissolution Case

On January 10, 2016, the New York Court of Appeals decided to hear a case that has significant consequence in the field of partnership dissolution. The case, Congel v. Malfitano,[1] concerns the allegedly wrongful...more

Supreme Court to Decide Whether SEC Claims for Disgorgement Are Subject to Any Statute of Limitations

The Supreme Court recently granted certiorari to review whether civil enforcement claims brought by the SEC for the remedy of disgorgement are subject to any statute of limitations, or whether instead the SEC can effectively...more

Court of Appeals to Decide Controversial Partnership Dissolution Case

In a controversial ruling last year in Congel v Malfitano, the Appellate Division, Second Department, affirmed and modified in part a post-trial judgment against a former 3.08% partner in a general partnership that owns an...more

Brownstein Victory Demonstrates Value of Vigorously Challenging Materiality Allegations in Securities Fraud Trials

The materiality of misrepresentations and omissions in securities fraud litigation is a complex but critical issue. For several reasons, defendants sometimes give this element of a securities claim less at tention than it...more

Solak v. Sarowitz et al., C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016) (Bouchard, C.)

In this opinion, the Court of Chancery held that Section 109(b) of the Delaware General Corporation Law (the “DGCL”) prohibits a bylaw shifting to a stockholder plaintiff the attorneys’ fees and other expenses incurred by the...more

Joint accounts - The new shield? - A case review on One Investment and Consultancy Limited and another v Cham Poh Meng (DBS Bank...

Although the sum involved was small, the High Court’s decision in One Investment and Consultancy Limited and another v Cham Poh Meng (DBS Bank Ltd, garnishee) [2016] SGHC 208 is one which would have a great impact in the area...more

The Texas Supreme Court Will Review A Breach Of Fiduciary Duty Claim Against Directors For Allegedly Usurping A Corporate...

The Texas Supreme Court granted the petition for review in Longview Energy Co. v. The Huff Energy Fund, 482 S.W.3d 184 (Tex. App.—San Antonio 2015, pet granted). In this case, the plaintiff asserted a breach of fiduciary duty...more

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

LLC Operating Agreement Does Not Prevent Freeze-Out Merger

On October 24, 2016, Justice Charles E. Ramos of the New York Commercial Division denied a motion by minority members of a limited liability company (“LLC”) to enjoin a freeze-out merger that would cash out the minority...more

What is a personal benefit? US Supreme Court issues major insider trading decision - key takeaways

On December 6th, Yesterday, the Supreme Court issued its first insider trading decision in more than two decades, Salman v. United States. The decision clarified uncertainty in insider trading prosecutions that arose...more

Unanimous Supreme Court Rejects Effort to Cut Back Insider Trading Liability

The U.S. Supreme Court earlier today rejected an attempt to cut back on liability for insider trading where people give inside tips to family members and friends. In Salman v. United States, the Court unanimously held that...more

The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin

In a recent article entitled “The Death of Merger Litigation?”, we wrote about the Delaware Court of Chancery’s increasing refusal to approve disclosure-only settlements in shareholder lawsuits challenging public company...more

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

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

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

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

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