Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
Hedge Funds Word of the Day™ – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
Hedge Funds Word of the Day™ – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
Hedge Funds Word of the Day™ – Derivative
Legal Considerations for Web-Based Start-Ups
After SoundCloud & Wunderlist: How Berlin plans to grow its startup scene
Hedge funds word of the day™ – Big Boy Letter
How Leading Philippine Companies are Using Bonds to Their Advantage
Hedge Funds Word of the Day™ – 10b5-1 Plan
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
The internal affairs doctrine “is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs — matters peculiar to the relationships among or...more
On May 8, 2014, the Delaware Supreme Court provided an en banc answer to a certified question of law from the U.S. District Court for the District of Delaware captioned ATP Tour, Inc. v. Deutscher Tennis Bund, concluding that...more
On April 21, 2014, the Georgia Supreme Court heard oral arguments in the case of FDIC v. Loudermilk to determine whether the Business Judgment Rule really exists in Georgia. Claiming contrary decisions on the Business...more
Alex Rodriguez Files Lawsuit Against MLB
by Anthony Caruso on October 9, 2013
After several weeks of speculation, New York Yankees third baseman Alex Rodriguez announced that he has filed a lawsuit against Major League...more
In re Majestic Star Casino, LLC, F.3d 736 (3rd Cir. 2013), the U.S. Court of Appeals for the Third Circuit broke from other courts by holding that S corporation status (or "qualified subchapter S subsidiary" or "QSub" status)...more
A. INTRODUCTION -
Courts in the Southern District of New York and elsewhere have issued conflicting decisions regarding the appropriate time period to consider in determining a foreign debtor’s “center of its main...more
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
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
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
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
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
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
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
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
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
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
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
[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
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
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
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
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
English law schemes of arrangement have become an increasingly debated topic in German law following some prominent cases in recent years. As far as Germany is concerned, the key question is whether schemes of arrangement...more
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
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
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