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Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015) (Noble, V.C.)

In this letter opinion, the Court of Chancery dismissed claims for breach of fiduciary duty and waste under Chancery Rule 12(b)(6), holding that the business judgment rule, rather than entire fairness review, applied to...more

Exculpatory Provisions Provide Powerful Protection for Independent Directors

The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more

Commercial Restructuring & Bankruptcy News - May 2015, Issue 2

In This Issue: - How Safe are the Bankruptcy Code Safe Harbors? - Stockton’s Chapter 9 Plan Approval - Delaware Chancery Court Clarifies Fiduciary Duties of Insolvent Corporation Directors in Derivative...more

General partner to pay $171 million for special committee’s failure to act in good faith: 2 key takeaways

In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more

Court Of Chancery Awards Loser Fees

After years of litigating a breach of fiduciary duty case, the plaintiff won the battle but lost the war when the Court held that the defendants had breached their duties but there were no damages....more

Ninth Circuit Honors Canadian Business Law’s Exclusive Remedy Provision

The US Court of Appeals for the Ninth Circuit recently affirmed dismissal of a counterclaim for breach of fiduciary duty brought under Section 242 of the Alberta Business Corporations Act (ABCA), finding that only an Alberta...more

Alert: Using Insolvency Powers to Make Claims for Fraud: Important Supreme Court Decision

Companies are habitually used as part of a corruption scheme. Such companies often have only a single director, or a small number of directors, and are beneficially owned by the wrong-doers....more

Update: New Measures Adopted by Quebec to Promote Integrity in Public Contracts

On April 1, 2015, the Act to Ensure Mainly the Recovery of Amounts Improperly Paid as a Result of Fraud or Fraudulent Tactics in Connection with Public Contracts (Act) received assent following its unanimous adoption by...more

SEC Awards $500K to Company Officer Whistleblower

On Monday, March 2, the Securities and Exchange Commission (SEC) announced that it will award between $475,000 and $575,000 to a corporate officer who reported “high quality, original information” about a securities fraud....more

Paradigm Shift? The Delaware Supreme Court Allows Bylaw That Shifts Attorneys’ Fees to Loser in Fiduciary Duty Litigation

Under the prevailing “American rule,” shareholders and their counsel face little financial risk when they assert claims against directors and officers for breaches of fiduciary duty, typically following the announcement of a...more

For Executives, This May Have Been The Most Frightening Holding Of 2013

Recently, I wrote about the Court of Appeal’s holding in Asahi Kasei Pharma Corp. v. Actelion Ltd., 2013 Cal. App. LEXIS 1017 (Cal. App. 1st Dist. Dec. 18, 2013). Because it was the holidays, I’m not sure that the case...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

Directors' duties and collective responsibility

Directors owe duties to their company to act in good faith in the interests of the company, but how far can they avoid liability if they rely on their fellow directors, or if they are outvoted in a collective decision? A...more

SST Records, Inc. (Ginn) v. Henry Rollins [Black Flag trademark case]

Complaint for Trademark Infringement and related claims

See, Black Flag's Greg Ginn Loses Injunction Against Keith Morris' FLAG Meanwhile, court determines that Henry Rollins never quit the band. ...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

How Corporate Charters Can Protect Directors From Money Damages For Acts Of Negligence

Several weeks ago we asked whether directors of public companies face potential liability for not preventing cyber attacks....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

CFPB Study of Overdraft Programs A white paper of initial data findings June 2013

Overdraft fees—many of them encouraged and generated through unfair and deceptive practices—cost consumers billions of dollars each year. Overdrafts are a particular problem when consumers use a debit card to make purchases...more

Usurpation Of Corporate Opportunity Yields Preliminary Injunction

A breach of fiduciary duty by the Defendants resulted in a sweeping preliminary injunction in an Order entered by the Business Court last Friday, in Esposito v. Esposito....more

Senior Housing Capital, LLC v. SHP Senior Housing Fund, LLC, C.A. No. 4586-CS (Del. Ch. May 13, 2013) (Strine, C.)

In this memorandum opinion, the Court of Chancery awarded the plaintiff substantial payments, pre-judgment interest and attorneys’ fees and costs. Plaintiffs, entities that managed and invested in a fund that owned...more

In re Plains Exploration & Production Co. S’holder Litig., Consol. C.A. No. 8090-VCN (Del. Ch. May 9, 2013) (Noble)

In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan...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. On May 14, 2013 the U.S. District Court for the Northern District of California...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

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

Don’t Lie About Assets Under Management

Umesh Tandon, president, chief compliance officer, and sole owner of Simran Capital Management, recently agreed to a settlement with the SEC relating to alleged violations of the Investment Advisers Act of 1940 and the...more

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