Business Organization › Conflict of Laws

NJ Court Upholds Citywide Business Curfew

NJ Court Upholds Citywide Business Curfew by Robert Levy on May 6, 2013 Most businesses in Camden, N.J. must continue to shutter their doors at 11 p.m. Plaintiffs, including 7-Eleven, recently lost a lawsuit challenging...more

Buyer Beware of Successor Liability For FLSA Claims

Businesses often acquire other businesses through an asset purchase, rather than a stock purchase, so that the buyer does not inherit the liabilities of the seller. Not all business owners realize that federal labor law...more

Asset Acquisition Comes With Unexpected FLSA Pain

Some bargains are not as they seem. An asset-acquiring Company discovered this the hard way in Teed v. Thomas & Betts Power Solutions. In the case, at an auction, Thomas & Betts purchased the assets of a company in...more

US V. Lawrence DiCristina

BRIEF FOR AMICUS CURIAE THE POKER PLAYERS ALLIANCE IN SUPPORT OF APPELLEE AND AFFIRMANCE

SUMMARY OF THE ARGUMENT in Poker Player's Alliance (PPA) Amicus Curiae Brief: Poker is an American tradition and a game of skill. Invented in the United States approximately two centuries ago, the game has always been...more

Do Expert Witness Fees Impact Access? High Court Considers

We all know the cost of retaining an expert can be pricey. But does the price tag affect vindication of individual rights under a federal statue and impact court access? Should the cost of expert witness fees play a role...more

California Supreme Court Holds Suits Against Dissolved Foreign Corporations Subject to Survival Statutes of State of Incorporation

Greb v. Diamond International Corp., __ Cal.4th __, __ Cal. Rptr.4th __ (February 21, 2013) In a victory for liability insurers against the asbestos plaintiffs’ bar, the California Supreme Court ruled in Greb v. Diamond...more

Asbestos Alert: Supreme Court Clarifies When Dissolved Corporations May Be Sued Greb v Diamond International Corp...

Dissolved corporations are frequently sued after their dissolution has taken place in an effort to reach insurance policy coverage for the claim being made. California has a statute, Corporation Code §2010, which does not...more

Supreme Court Holds California’s Survival Statute Inapplicable To Delaware Corporation

Section 278 of the Delaware General Corporation in effect limits suits against dissolved corporations to a period of three years from dissolution. In contrast, Section 2010 of the California Corporations Code sets no time...more

Supreme Court to Address Circuit Split Over 'Defalcation' Meaning

Originally published in The Legal Intelligencer on November 16, 2012. In a corporate system based in part on the separation of ownership and control, the relationship between principals and agents is riddled with agency...more

Asbestos Alert: Corporations Formed Other than in California Which Have Dissolved May Be Able to Win Summary Judgment in...

Robinson v. SSW, Inc. California Court of Appeal, First District (September 21, 2012) Douglas Robinson died from mesothelioma and his family filed a wrongful death action. SSW, Inc., a Nebraska corporation, sought...more

Prominent Amici Urge Reversal Of Court of Chancery Refusal To Grant Preclusive Effect To Prior Rulings

In “Delaware Court of Chancery ‘Overrules’ Federal Court“, I wrote about Vice Chancellor J. Travis Laster’s ruling Louisiana Municipal Police Employees’ Retirement System v. Pyott, C.A. No. 5795-VCL (Del. Ch. June 11, 2012)...more

St. Paul, Problems with Being Human and Small Businesses Dealing with AngiesList.com

Like many people with a standard Midwest religious upbringing I struggle to do the right thing and, sometimes, to know just what that is under the circumstances. But, as St. Paul discussed in Romans 7 “being good is not...more

USA v. Poker Stars et. al. (Chris Ferguson)

Defense Request for Status Conference re DiChristina case poker ruling

[Defense Request for Status Conference in USA v. PokerStars (Lederer, Ferguson, Furst) SDNY civil forfeiture proceedings:] We represent claimant and defendant Howard Lederer in connection with the referenced case. Mr....more

Second Circuit Declines To Apply California Securities Law In Auction Rate Securities Case

In May 2011, I wrote about U.S. District Court Judge Susan Illston’s decision allowing a purchaser of auction rate securities to pursue claims under the California Corporations Code against Deutsche Bank Securities Inc. ...more

United States v. Lawrence DiCristina

Court Memorandum, Order, and Judgment

Since games run by the defendant’s business must constitute “gambling” as defined by the IGBA, it must be determined whether poker falls under that definition of gambling. As noted above, the IGBA defines “gambling” as...more

United States v. Lawrence DiCristina

OPINION

Key Legal Opinion Holdings: 1. Poker is Predominated By Skill Rather than Chance. 2. Poker is Not Gambling Under IGBA. On December 9, 2011, defendant Lawrence Dicris-tina was charged in a second superseding...more

California Legislature Calls Supreme Court Decision “A Serious And Direct Threat To Our Democracy”

The California legislature recently passed a joint resolution, AJR 22 (Wieckowski & Allen), that is harshly critical of the U.S. Supreme Court’s decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010). ...more

Delaware Court of Chancery “Overrules” Federal Court

I’ve often heard the claim that one reason to incorporate in Delaware is that the courts won’t surprise you. When I hear this, I recall the surprise, and even outrage, in the aftermath of Smith v. Van Gorkom, 488 A.2d 858...more

Court of Appeal Rules That California Law Applies to Delaware Corporation's CEO's Wrongful Termination Claim

On May 23, 2012, the California Court of Appeal addressed a question of first impression: Does California law govern a corporate officer’s claim against an out-of-state corporation for constructive wrongful termination in...more

Ansiedlung - Ansiedlung von Handelsmärkten in Belgien nach dem Gesetz vom 13 August 2004

1. Rechtsgrundlage ist das Gesetz vom 13.August 2004, das die Ansiedlung von Handelsmärkten regelt (“Loi relative à l’autorisation d’ implantations commerciales / Wet betreffende de vergunning van handelsvestigingen”)....more

Gesellschaftsrecht - Corporate Governance in Belgien - Eine Einführung

Nach jahrelanger Vorbereitung hat der belgische Gesetzgeber das sogenannte Corporate-Governance-Prinzip am 02.08.2002 im belgischen Gesellschaftsrechtsgesetzbuch verankert. Mit der Vorarbeit für dieses Gesetz wurde...more

Gesellschaftsrecht - Europäische Aktiengesellschaften

Die Europäische Aktiengesellschaft (Societas Europaeis-SE) ist eine Voraussetzung für die Verwirklichung des Binnenmarkts und für die damit angestrebte Verbesserung der wirtschaftlichen und sozialen Lage in der gesamten...more

It's Not Every Day That You Think About The Internal Affairs Doctrine (Or Res Judicata)

Wow. The Business Court was busier churning out opinions last week than I wanted to be working on my blog, so here's a catchup and a rundown on two cases you should know about. Two more coming after the...more

Legally Operating a Medical Marijuana Business in California

Pursuant to California law, medical marijuana businesses legally are allowed to operate in the state. However, there are conflicts in the laws and confusion about what is and is not permitted. This article provides some...more

Insurance Business & Regulatory News - Spring 2012

In This Issue: - NAIC Changes Target Insurance Holding Company System - Delaware Series LLC Captive Insurance Programs - State Spotlights - Insurance Business and Regulatory Law Excerpt from State...more