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Minority Shareholder Oppression Damages in New Jersey: More Than Just a Buyout?

As I have said many times in this blog, when minority shareholder oppression occurs, the most likely remedy is a buyout. In other words, courts in New Jersey have the power to compel the majority shareholder to pay “fair...more

Appeal in Home Depot Data Breach Derivative Action Results in Settlement of Corporate Governance Claims

Snatching victory of a sort from the jaws of defeat, shareholders who brought a derivative action alleging that the 2014 Home Depot data breach resulted from officers’ and directors’ breaches of fiduciary duties have reached...more

Chris Lazarini Analyzes Enforcement of Exculpatory Clauses

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini analyzed the court's enforcement of an exculpatory clause in the context of a Trading Advisory Agreement. Where parties elect to include exculpatory clauses in their contracts, such...more

First Department Confirms Hedge Funds Did Not Act in Bad Faith and Affirms Multi-Million Dollar Judgment Against CDS Counterpart

In Good Hill Master Fund L.P. v. Deutsche Bank AG, No. 600858/10-2188B, 2017 BL 19363 (App. Div. 1st Dep’t Jan. 24, 2017), the First Department unanimously affirmed a judgment entered in the Commercial Division of over $90...more

Commercial Division Grants Preliminary Injunction in Shareholder Dispute

On January 6, 2017, Justice Charles E. Ramos of the Commercial Division issued an order enjoining two corporations from taking action in violation of a shareholders agreement of a third company. The case, Ciment v. SpanTran,...more

Choice of Entity and Key Contents of Organization Documents

by Jackson Walker on

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

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

by Farrell Fritz, P.C. on

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

by Bennett Jones LLP on

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

Chris Lazarini Comments on Application of Manifest Disregard of the Law

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini commented on a case in which a former trader fraudulently purchased $1 billion in Apple shares that ultimately forced the closure of the trader's firm, Rochdale Securities. Rochdale...more

5 Wishes for Securities Litigation Defense: Early Damages Analysis and Discovery

The fifth of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is to move securities class action damages expert reports and discovery ahead of fact discovery. This simple change would allow the...more

SEC Announces Enforcement Actions Against 71 Municipal Issuers

The Securities and Exchange Commission (SEC) recently announced enforcement actions against 71 municipal issuers of bonds in connection with the Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. The...more

Strike Suit Struck Down

It seems that the announcement of any corporate transaction triggers a race to the courthouse by plaintiffs’ firms. These firms specialize in filing class action lawsuits demanding additional disclosures for the benefit of...more

Municipal Advisor, School Consultant, and Associated Individuals Enter Settlement Offers with SEC after First-of-Its-Kind...

by Bracewell LLP on

On June 13, 2016, the Securities and Exchange Commission (SEC) accepted the settlement offers made by two firms and three executives charged with using deceptive business practices in dealing with five school districts. As...more

It Is All About The Disclosures

by Fox Rothschild LLP on

The SEC recently commenced an enforcement action against an investment advisory firm and its principal in connection with the failure to disclose material conflicts of interest in connection with new mutual funds that the...more

Eleventh Circuit Limits SEC’s Ability to Seek Disgorgement or Declaratory Relief for Conduct Occurring More Than Five Years Before...

by Morrison & Foerster LLP on

On May 26, 2016, the United States Court of Appeals for the Eleventh Circuit issued an important decision regarding the applicability of 28 U.S.C. § 2462, the five-year statute of limitations governing SEC enforcement actions...more

SEC Charges Biotech Company and Its Officers with Misleading Investors by Failing to Disclose FDA Concerns and Recommendations

by Arnall Golden Gregory LLP on

On March 29, 2016, the Securities and Exchange Commission (SEC) announced charges against a biotech company and three of its officers for securities fraud. The company has agreed to pay $4 million to resolve the charges...more

US$1.3 Billion Fortis Settlement Ushers in New Era in Globalization of Securities Laws

by Dechert LLP on

A closely-watched set of claims stemming back to the 2008 global financial crisis has settled for a massive €1.204 billion (US$1.3 billion), making it one of the highest settlements ever and ushering in a new era in the...more

Financial Services Quarterly Report - Fourth Quarter 2015: The VW Case and the German Act on Model Case Proceedings in Disputes...

by Dechert LLP on

Volkswagen AG (VW) has lost more than one-third of its value following the September issuance by the U.S. Environmental Protection Agency (EPA) of a Notice of Violation (NOV) of the Clean Air Act to VW and certain affiliated...more

The Delaware Supreme Court Upholds $76 Million Judgment Against RBC for Rural/Metro Sale

by Morris James LLP on

Investment bankers seeking to profit as both adviser to the seller and financier to the buyer in corporate sales processes have faced increased scrutiny by Delaware courts over the last few years. In a highly-publicized 2011...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

by Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case

by Morris James LLP on

Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction....more

SEC, USAO File Parallel Insider Trading Charges

by Dorsey & Whitney LLP on

The SEC brought an insider trading case against a senior corporate official and a chain of tippes that starts with his brother-in-law broker who then tipped his friend, another broker. Others, not named as defendants, were...more

Exculpatory Provisions Provide Powerful Protection for Independent Directors

by Smith Anderson on

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

Another SEC Insider Trading Case: Does it Comply With Newman?

by Dorsey & Whitney LLP on

The SEC continues to bolster its allegations regarding the relationships between tipper and tippee in insider trading cases as well as the knowledge of the tippee. Whether those allegations will be sufficient to meet the...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

This week Senator Elizabeth Warren forwarded a 13 page letter to SEC Chair White regarding her performance in office. The letter highlighted what it calls a “significant gap” between the promises of Ms. White at the time she...more

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