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Rebutting the Fraud-on-the-Market Presumption in Securities Class Actions: Halliburton Class Certified Over Price Impact...

On July 25, 2015, Judge Barbara Lynn of the Northern District of Texas issued a formative opinion in the class actions securities arena. The case, The Erica P. John Fund, Inc., et al. v. Halliburton Co., et al., No....more

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

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

CorpCast Episode 8: The Controlling Stockholder  [Video]

In this episode of CorpCast we go back to basics on the concept of the controlling stockholder. We address what constitutes a controlling stockholder under Delaware Law, discuss the idea of “actual control,” and consider how...more

CMS Investment Holdings, LLC v. Castle et al., C.A. No. 9468–VCP (Del. Ch. June 23, 2015) (Parsons, VC)

In this decision, the Delaware Court of Chancery largely declined to dismiss claims for breach of a limited liability company agreement, breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach...more

Convent, Katy Perry at Center of L.A. Archdiocese Dispute

Greenberg Glusker partner Bernard Resser was quoted in a story that ran in the Daily Journal July 21st about who controls the sale of a Los Feliz convent. In a Petition filed by Greenberg partners Brian Davidoff and Resser...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

Solicitor-Client Privilege: The Quebec Securities Regulator Can Summon In-House Counsel to Testify in an Investigation

On July 16, 2015, the Supreme Court of Canada (SCC) denied leave to appeal to an in-house counsel (referred to as Ms. X to protect her identity) in the case of X v. Autorité des marchés financiers. The SCC thus maintained the...more

Court Dismisses in Part a Mutual Fund Excessive Fee Action Against SEI

Introduction - Over the past few years, we’ve seen a resurgence in the number of shareholder suits against mutual fund investment advisers for excessive fees under section 36(b) of the Investment Company Act. Currently,...more

New Developments in Estate and Gift Tax Valuation Cases

A number of recent cases highlight particular issues in valuation of assets for purposes of the estate and gift tax. On July 6, 2015, the Internal Revenue Service settled Estate of Davidson v. Commissioner, T.C. Docket No....more

Court Of Chancery Explains That The Existence Of A Controlling Stockholder Does Not Determine Demand Is Excused

Teamsters Union 25 Health Services & Insurance Plan v. Baiera, C.A. No. 9503-CB (July 13, 2015) - A transaction with a controlling stockholder that is the subject of a derivative complaint still requires that a...more

Delaware Corporation Law Now Prohibits “Fee-Shifting,” Allows Limited “Forum Selection”

On June 24, 2015, the Delaware State Legislature enacted various amendments to the General Corporation Law of the State of Delaware (the “DGCL”), which resolved two increasingly controversial issues of corporate governance....more

Motion To Transfer Is Denied Both As A Sanction And On The Merits

AT&T Intellectual Property I, L.P., et al. v. Cox Communications, Inc., et al., C.A. No. 14-1106 - GMS, July 9, 2015 Sleet, J. Defendants’ motion to transfer venue to the Northern district of Georgia is denied....more

USDC Weighs in on Tortious Interference

True love had unintended consequences, resulting in the case of Stradtman v. Republic Services, which remains pending in the United States District Court for the Eastern District of Virginia. Shortly after Stephen...more

Taxpayer wins landmark decision regarding the UK tax treatment of US LLCs

Following the taxpayer’s victory in the recent Supreme Court decision of HMRC v Anson, UK resident members of Delaware LLCs may now be entitled to claim relief against their UK tax liabilities for US tax paid on their share...more

Delaware Legislature Rejects Fee-Shifting Bylaws for Stock Corporations

On June 24, Delaware’s Governor signed Senate Bill No. 75 into law and closed the door on the tantalizing prospect of fee shifting (“loser pays”) bylaws for Delaware stock corporations. The full text of the bill can be read...more

Chancery Court Upholds Indicted Ex-Director's Advancement Rights

Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal...more

Perfecting the (European) Class Action

Last month, I got to experience what I consider a career highlight: I was invited to speak on “Perfecting the Class Action” at Middle Temple. The spiel I gave would be familiar to readers here (it was a basic description of...more

In re Cornerstone Therapeutics Inc. S’holder Litig., C.A. No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, C.A. No. 706, 2014...

In these interlocutory appeals, the Delaware Supreme Court resolved a long-standing split in Delaware authorities by ruling that independent directors (including members of a special committee negotiating a transaction with a...more

Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more

Court Rules Shareholders May Be Sued In De Facto Dissolution

California Corporations Code Section 2011 provides that causes of action against a dissolved corporation, whether arising before or after dissolution, may be enforced against its shareholders if any of the assets of the...more

Delaware hammers the last nail into the coffin of fee-shifting bylaws

Delaware Governor Jack Markell has signed into law Senate Bill No. 75, which prohibits fee-shifting (or “loser pays”) bylaws for stock corporations. Much to the chagrin of the US Chamber of Commerce, the legislation...more

Russian Legislation Update

In This Issue: - Undesirable organizations - Banking - Employment/Court Practice: a Company’s CEO and Members of the BOD - Excerpt from Undesirable Organizations: On 23 May 2015 the Russian...more

Eleventh Circuit Holds No Duty to Defend Directors Serving in Mixed Capacities

On June 22, 2015, the 11th Circuit affirmed a Georgia federal court decision that there was no coverage under a director’s and officer’s (D&O) insurance policy for claims asserted by beneficiaries of a family trust against a...more

Court Of Chancery Rejects Management Projections In An Appraisal

Thus, it turns out differently from the recent decision in the Owen v. Cannon litigation because, as the Court explained, the facts are different, particularly when as here the merger price had all indications of being fairly...more

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