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First Circuit Holds That AIG Must Defend Directors and Officers in FDIC Litigation

What you need to know: The United States First Circuit Court of Appeals recently held that an insured versus insured exclusion did not exempt AIG from advancing defense costs under a D&O policy in a suit brought...more

Proxies Unbundled: Recent SEC Guidance after Greenlight Capital v. Apple Case

Last year, Judge Sullivan in the U.S. District Court for the Southern District of New York issued a preliminary injunction in Greenlight Capital, L.P. v. Apple, Inc. enjoining the “bundling” of multiple proposals by Apple in...more

New York Federal Court Dismisses Derivative Suit Against Sons of Norway Executives

On February 6, the US Court for the Eastern District of New York dismissed a derivative suit against the CEO, general counsel and former international president of Sons of Norway, a fraternal organization. Former members of a...more

Insurance Company that Issues Liability Policy does not need to Defend Insured Party Against a Non-Financial Claim

In San Miguel Community Association v. State Farm General Insurance Company (2013) 220 Cal.App.4th 798), a third party's failure to seek compensatory damages against an insured rendered their dispute exempt from the insured’s...more

Cooper Tire & Rubber Co. v. Apollo (Mauritius) Holdings Pvt. Ltd., C.A. No. 8980-VCG (Del. Ch. Oct. 25, 2013) (Glasscock, V.C.)

In this letter opinion, Vice Chancellor Glasscock denied a motion for judgment on the pleadings filed in connection with an expedited action in which the plaintiff Cooper Tire & Rubber Co. seeks specific performance of its...more

Two-Pronged Approach to Defending Lawsuits – Interview with Dominic Picca, Member, Mintz Levin [Video]

Attorney Dominic Picca, Member of Mintz Levin's Litigation Practice, discusses the strategic advantages of settlement versus litigation....more

Fraud Claims in Business Transaction Litigation

Fraud in business transactions is on the rise in the province of Ontario, Canada. Litigating business transaction claims involving fraud requires an understanding of complex aspects of legal procedure, contract and tort law....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

Weekly Law Resume - August 15, 2013: A Homeowner’s Lawyer May Not Attend HOA Meetings Without HOA Approval

SB Liberty, LLC v. Isla Verde Association, Inc. - Court of Appeal, Fourth Appellate District, Division One (May 22, 2013) - In 2006, Gregg and Janet Short purchased a home in the Isla Verde residential community...more

Costs in Derivative Actions

Derivative Actions Defined - A derivative action occurs where a member of a company, usually a minority shareholder, pursues a cause of action on behalf of the company. S184(c) of the BVI Business Companies Act 2004...more

Supreme Court Decision Will Help Employers Defend Title VII Retaliation Claims

Supreme Court Decision Will Help Employers Defend Title VII Retaliation Claims by Christine M. Vanek on July 30, 2013 At the end of its term, the U.S. Supreme Court issued a highly anticipated employment law decision...more

I/M* Info. Mgmt. Solutions, Inc. v. MultiPlan, Inc., C.A. No. 7786-VCP (Del. Ch. June 28, 2013) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss plaintiff’s declaratory judgment action, which sought to preclude the release of escrow funds to indemnify defendants under the...more

Going-Private Mergers with Controlling Stockholders Subject to Business Judgment Under Right Circumstances - At Least For Now

What you need to know: A recent decision by the Delaware Court of Chancery holds that a going-private merger with a controlling stockholder will be subject to the business judgment rule, not entire fairness review, if...more

Newest Addition To CPSC’s Enforcement Toolbox

Recently, the Consumer Product Safety Commission obtained an unprecedented ruling when Administrative Law Judge Dean Metry granted leave to Craig Zucker in an administrative complaint against Maxfield and Oberton Holdings...more

Court Of Appeal Makes Condominium Association Foreclosures More Costly

The Third District Court of Appeal recently issued an opinion that is a game changer for third-party purchasers of condominium units at foreclosure sales. The Third District’s opinion in Aventura Management, LLC v. Spiaggia...more

Directors Found To Be In Contempt Ordered To Pay $96,000 In Legal Fees

We previously blogged about the Boily case involving a dispute between some owners and the directors of a Condominium complex in Ottawa. This dispute revolved around the proposed alteration of the condominium’s courtyard. ...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

Li v. Standard Fiber, LLC, C.A. No. 8191-VCN (Del. Ch. Mar. 28, 2013) (Noble, V.C.)

In this memorandum opinion, the Delaware Court of Chancery stayed an action for advancement of legal fees and expenses, ruling that provisions in four separate agreements, when viewed together, demonstrated the parties’...more

Eluv Holdings (BVI) Ltd., et al. v. Dotomi, LLC, C.A. No. 6894-VCP (Del. Ch. Mar. 26, 2013) (Parsons, V.C.)

The Court of Chancery’s memorandum opinion in Eluv Holdings (BVI) Ltd. v. Dotomi, LLC awarded a defendant company summary judgment on plaintiffs’ claim for declaratory judgment regarding their purported ownership of...more

Directors Found To Be In Contempt Of A Court Order

In a previous post, we reported on the Boily v. CCC 145 case, where a board of directors was ordered to reinstate the prior landscape of the condominium courtyard and to personally pay a substantial portion of the legal...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Freedman v. Adams, et al., C.A. No. 4199 (Del. Jan. 14, 2013)

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Freedman v. Adams, et al., C.A. No. 4199-VCN (Del. Ch. Mar. 30, 2012), denying the plaintiff’s motion for an award of attorney’s...more

The Virginia Supreme Court on Damages, Equity Valuation, and the Significance of Delaware Corporations Law in the Termination and...

The Virginia Supreme Court has spoken again on the calculation of damages in a complex employment contract case. In Online Resources Corp. v. Lawlor, No. 120208 (Va. Jan. 10, 2013), the court addressed the expert...more

Miller v. Palladium Industries, Inc., C.A. No. 7475-VCN (Del. Ch. Dec. 31, 2012) (Noble, V.C.)

In this letter opinion, the Court of Chancery granted the defendant-corporation’s motion for judgment on the pleadings, and dismissed the plaintiff’s action brought under 8 Del. C. § 145(e) for advancement of legal fees and...more

In re Celera Corp. S’holder Litig., No. 212, 2012 (Del. Dec. 27, 2012)

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s certification of a class representative in a breach of fiduciary duty action, even though the class representative sold its stock in the...more

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