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California Court of Appeal Holds That Challenges to Corporate Elections Under Corporations Code Section 709 May be Predicated Upon...

In Morrical v. Rogers, No. A137011, 2013 Cal. App. LEXIS 811 (Cal. App. Oct. 10, 2013), the California Court of Appeal, First District, held that the summary procedures set forth in California Corporations Code § 709 may be...more

Huff v. Longview Energy Co., C.A. No. 8453-CS (Del. Ch. Aug. 12, 2013) (Strine, C.)

In this letter opinion, the Court of Chancery granted the defendant corporation’s (“Longview”) motion to dismiss the complaint of two of its directors (the “Directors”), who sought indemnification from Longview, because the...more

Factors That Go Into Television Network Contracts

Factors That Go Into Television Network Contracts by Anthony Caruso on August 19, 2013 Many sports analysts are watching the ascent of Fox Sports 1 as it makes multi-year television network contracts with several sports...more

Inside The Courts - June 2013 | Volume 5 | Issue 2

In This Issue: - AUDITOR LIABILITY - CLASS ACTIONS - CONFIDENTIAL WITNESSES - DEMAND FUTILITY - DERIVATIVE LITIGATION - FEDERAL TORT CLAIMS ACT - FOREIGN CORRUPT PRACTICES ACT - INSIDER TRADING...more

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more

Inside The Courts - March 2013 | Volume 5 | Issue 1

In This Issue: *U.S. SUPREME COURT - Class Certificaton - Amgen Inc. v. Conn. Ret. Plans and Trust Funds, No. 11 1085 (U.S. Feb. 27, 2013) - Statutes of Limitations - Gabelli v. Sec. & Exch. Comm’n, No....more

Does Every 10% Owner Owe A Fiduciary Duty To The Corporation?

If I told you that all 10% owners owe a fiduciary duty to the corporation, I’d be surprised if you weren’t surprised. However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v....more

Texas Court Rules that Regardless of Fault, CEOs and CFOs Will Have to Pay Up Under Sarbanes-Oxley Section 304

A Texas federal judge denied defendants ArthoCare CEO Michael A. Baker and CFO Michael T. Gluk’s motion to dismiss the SEC’s claim against them under Sarbanes-Oxley (“SOX”) Section 304’s clawback provision. Section 304...more

Director May Pursue Malicious Prosecution Claims Against Plaintiffs’ Attorneys

Lawsuits against directors can seem very one-sided with the plaintiffs starting at bat and never having to take to the field to play defense. This may be changing as a result of a very significant decision issued last Friday...more

Feeley, et al. v. NHAOCG, LLC, et al., C.A. No. 7304-VCL (Del. Ch. Mar. 20, 2012) (Laster, V.C.)

In this case, the Court, relying on the implied consent provisions found in the Delaware Limited Liability Company Act (the “Act”), found that it was entitled to exercise personal jurisdiction over defendant NHAOCG, LLC...more

Lenders Beware: Delaware Supreme Court Holds Creditors of Insolvent LLC Lack Derivative Standing

The Delaware Supreme Court recently held that creditors lack standing to bring a derivative suit on behalf of an insolvent Delaware limited liability company (an “LLC”) under the Delaware Limited Liability Company Act (the...more

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