Business Organization Securities Civil Remedies

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:
News & Analysis as of

Securities Class Action Settlements: Dollars, Numbers Are Up

The trends in securities class actions are up. The number of cases filed last year was up as previously reported. The number of settlements in 2016 was up. The amount of those settlements was up. The number of mega...more

Recent Pro-Cooperative Decisions in Class Action Patronage Capital Cases

Cooperatives facing patronage capital lawsuits have recently enjoyed a series of favorable court opinions. Over the past few months, the Eleventh Circuit and state and federal courts in Florida have all dismissed claims for...more

Southern District Of New York Dismisses Securities Fraud Claims, Finding There Was No Material Omission Regarding Association With...

On March 2, 2017, Judge Amos Mazzant III of the United States District Court for the Eastern District of Texas dismissed an amended complaint filed by the United States Securities and Exchange Commission (“SEC”) against the...more

Delaware Supreme Court Affirms Dismissal Of Caremark Action For Failure To Plead Bad Faith With Particularity

On March 3, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of “Caremark” claims for alleged bad-faith failure of oversight brought derivatively by a stockholder against the directors of Qualcomm, Inc....more

SEC's Securities Fraud Lawsuit Against Texas Attorney General Dismissed For Second Time Over Lack Of Duty To Investors

On March 2, 2017, Judge Amos Mazzant III of the United States District Court for the Eastern District of Texas dismissed an amended complaint filed by the United States Securities and Exchange Commission (“SEC”) against the...more

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

How An Employee/Shareholder Can Protect Oneself Against Oppression

Because termination of one’s employment does not necessarily equate to shareholder oppression under New Jersey law, as seen in my last post, it is often a good idea to take proactive measures to inoculate yourself against a...more

Shawe v. Elting, No. 423, 2016 (Del. Feb. 13, 2017) (Seitz, J.)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial decision to appoint a custodian under Delaware’s custodian statute to sell TransPerfect Global, Inc....more

Beware the Deadlock: Delaware Courts Step in on Corporate Dysfunction

The board of directors controls a corporation, but individual directors don’t always agree on the future direction of the company. Sometimes, boards can split into factions. A company’s CEO may align himself with one side and...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

Shareholder Liability For Corporate Income Tax?

Limited Liability - In general, the creditors of a corporation cannot recover the corporation’s debts from its shareholders—the shareholders enjoy the benefit of limited liability protection as a matter of state law....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

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

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

Choice of Entity and Key Contents of Organization Documents

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...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

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

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...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

Supreme Court Confirms Broad Reach of Insider Trading Liability

Today, the Supreme Court issued its decision in Salman v. United States, clarifying the personal benefit standard of insider trading under the federal securities laws. In resolving what it called a “narrow” issue, the Court...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

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

167 Results
|
View per page
Page: of 7
Cybersecurity

Follow Business Organization Updates on:

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×