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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

Fraud Claims in Business Transaction Litigation

Fraud in business transactions is on the rise in the province of Ontario, Canada. Litigating business transaction claims involving fraud requires an understanding of complex aspects of legal procedure, contract and tort law....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

Kallick v. SandRidge Energy, Inc., C.A. No. 8182-CS (Del. Ch. Mar. 8, 2013) (Strine, C.)

In this opinion, the Court of Chancery granted a stockholder of SandRidge Energy, Inc. (“SandRidge” or the “Company”) injunctive relief after concluding that defendant-directors of SandRidge likely violated their fiduciary...more

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more

The Unintentional Business Partnership & Liability For New Post-Dissolution Obligations

This week we examine the unintentional creation of business partnerships, liability for obligations incurred after dissolution of a partnership, and take a look at partnership by estoppel. This is done through the context of...more

Maryland's appellate courts preserve the corporate shield against efforts to pierce the corporate veil

Maryland remains one of the toughest jurisdictions for plaintiffs seeking to pierce the corporate veil and impose personal liability on corporate owners for contract debts. Maryland has long recognized an equitable claim to...more

Freedman v. Adams, et al., C.A. No. 4199 (Del. Jan. 14, 2013)

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Freedman v. Adams, et al., C.A. No. 4199-VCN (Del. Ch. Mar. 30, 2012), denying the plaintiff’s motion for an award of attorney’s...more

Miller v. Palladium Industries, Inc., C.A. No. 7475-VCN (Del. Ch. Dec. 31, 2012) (Noble, V.C.)

In this letter opinion, the Court of Chancery granted the defendant-corporation’s motion for judgment on the pleadings, and dismissed the plaintiff’s action brought under 8 Del. C. § 145(e) for advancement of legal fees and...more

In re Celera Corp. S’holder Litig., No. 212, 2012 (Del. Dec. 27, 2012)

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s certification of a class representative in a breach of fiduciary duty action, even though the class representative sold its stock in the...more

NJ Appellate Division Decision Highlights Gaps in Existing LLC Law in New Jersey and Importance of Having an Operating Agreement

In my prior blogs I’ve addressed the importance of having an operating agreement for any business owner operating as a limited liability company (“LLC”), and have also covered the recent legislative changes in New Jersey with...more

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