Business Torts › Business Organization

Report Indicates FDIC Suing Bank Directors And Officers At Record Pace

On May 8, an economic and financial analysis and consulting firm issued a report that indicates the FDIC is on pace to file more suits against bank directors and officers in 2013 than it has in any year since the start of the...more

Business Interruption Insurance

Business Interruption Insurance Business Interruption Insurance (“BII”) is a form of commercial insurance coverage that provides limited but useful protection when a business is unable to continue normal operations or occupy...more

Florida Officer-Director Liability For Business Torts

Generally, a director or officer of a corporation does not incur personal liability for [the corporation’s] torts merely by reason of his official character; he is not liable for torts committed by or for the corporation...more

VERONICA GUTIERREZ, ERIN WALKER, and WILLIAM SMITH v WELLS FARGO BANK N.A.

CLASS ACTION FINDINGS OF FACT AND CONCLUSIONS OF LAW AFTER BENCH TRIAL AWARDING $203 MILLION TO WELLS FARGO'S CALIFORNIA CUSTOMERS

CLASS ACTION FINDINGS OF FACT AND CONCLUSIONS OF LAW AFTER BENCH TRIAL AWARDING $203 MILLION TO WELLS FARGO'S CALIFORNIA CUSTOMERS. A California judge ordered Wells Fargo to pay California customers $203 after finding that...more

What’s Really in your Beer Name: Trademark Protection for Craft Brewing Companies and Their Beers

Besides the unique taste of your beer, what more than anything else helps your consumers remember the source of that fantastic beer? Obviously, your company name and probably also the name of your beer. With hundreds of...more

Chad Elie v. Ifrah Law PLLC

Amended Complaint (Exempt From Arbitration)

Amended Complaint (Exempt from Arbitration) filed on May 14th, 2013 by Plaintiff Chad Elie v. Ifrah PLLC, a Professional Limited Liability Company, Alain Jeffrey Ifrah a/k/a Jeff Ifrah, individually, etc. , et. al,,...more

Why Should an Investor or Business Conduct an Asset Search?

If used properly and if conducted by a reputable asset search company, asset searches can be used as a valuable pre-investment tool for an investor, partnership, joint venture or other business entity before entering into a...more

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards...more

DOJ and SEC Scrutinize Potential Misuse of Rule 10b5-1 Trading Plans by Corporate Directors Affiliated with Investment Advisers

Over the past four years, the U.S. Department of Justice (“DOJ”) and U.S. Securities and Exchange Commission (“SEC”) have focused on insider trading involving private funds as one of their key targets in the fight against...more

Capital Infusion - May 2013: Case Spotlight

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more

Delaware Court Dismisses Securities Fraud Action Against Power Plant Executives

The US District Court for the District of Delaware dismissed a class action for securities fraud against former officers and directors of a geothermal energy company, in which the plaintiffs alleged that the defendants had...more

Blaustein, et al. v. Lord Baltimore Capital Corp., et al., C.A. No. 6685-VCN, (Del. Ch. Apr. 30, 2013) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

Planning For When Things Go Wrong: Are You Ready To Investigate Allegations Of Board Member Misconduct?

Let us start our discussion with an area of broad consensus: A company’s board of directors has a duty of care to respond to and investigate allegations of wrongdoing by officers and/or employees of the company. But what...more

Delaware Court Opens the Door to Private Dilution Claims Against Venture Capital Firms

The Delaware Court of Chancery’s recent opinion in Carsanaro v. Bloodhound Technologies is a wake-up call to venture capital firms. In a nearly 40 page opinion, Vice Chancellor Laster held that VCs are not necessarily immune...more

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the...

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a...more

Common Employment Law Mistakes for Small, Start-Up and Growing Companies  [Video]

Employment law compliance is among the many challenges businesses face as they start up and grow. In this course, Mr. Martinez reviews the most common mistakes made by start-up, small and emerging companies explaining the...more

News Of The (Shareholder Derivative) World: Record-High $139 Million Settlement In News Corp. Phone Hacking Suit

Putting an end to shareholder derivative litigation arising from News Corp.’s phone-hacking scandal, the company’s directors agreed last week to a record-breaking $139 million cash settlement. According to the plaintiffs’...more

New York District Court Limits the Applicability of the PSLRA's Safe Harbor

A U.S. District Court for the Southern District of New York recently found that a company that had provided lower earnings guidance in its statements to the public than its results from the previous year was not protected by...more

National Consumer Law Center Re: Restoring the Wisdom of the Common Law: Applying the Historical Rule Against Contractual Penalty...

NATIONAL CONSUMER LAW CENTER (NCLS) Banks Raking In Billions In Profits From Overdraft Fees The notion behind an overdraft fee — in which a bank customer is charged a penalty for overdrafting his account — is twofold:...more

Shareholder Derivative Litigation: Keeping an Eye on the Parallel Class Action

I. Introduction - Shareholder derivative actions rarely proceed in isolation. Typically, other related actions are pending simultaneously, including a parallel securities class action arising out of the same set of...more

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

Mississippi Court Holds D&O Policy Not Triggered By Real Estate Scheme

In its recent decision in State Farm Fire & Cas. Co. v. Anderson, 2013 U.S. Dist. LEXIS 57837 (S.D. Miss. Apr. 23, 2013), the United States District Court for the Southern District of Mississippi had occasion to consider...more

Fourth Circuit Court Of Appeals Puts Teeth Into The "In Fact" Exclusions Of A D&O Policy

In Farkas v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, No. 12-1481, 2013 WL 1459248 (4th Cir. Apr 11, 2013), the Fourth Circuit Court of Appeals affirmed a decision that put teeth into the "in fact" exclusions of a...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more