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Texas appeals court: LLCs and partnerships are not "corporations" against which attorneys' fees can be awarded

The Fourteenth Court of Appeals in Alta Mesa Holdings, L.P. v. Ives, No. 14–14–00739–CV, 2016 WL 1534007 (Tex. App.—Houston [14th Dist.] Apr. 14, 2016) has reversed an award of attorneys’ fees granted by a trial court...more

Do State Courts Lack Subject Matter Jurisdiction Over Covered Class Actions That Allege Only ’33 Act Claims?

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a “covered class action” under...more

Delaware Supreme Court Clarifies Standards in Corporate Takeovers

On May 6, 2016, the Delaware Supreme Court upheld a merger between Zale Corporation (“Zales”) and Signet Jewelers Limited (“Signet”) when it affirmed a lower court’s dismissal of a shareholder class action that sought to...more

Supreme Court Interprets Jurisdictional Provision of the Federal Securities Laws

On May 16, 2016, the Supreme Court issued its opinion in Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Manning, in which the Court resolved a Circuit split concerning the jurisdictional provision of the Securities Exchange...more

California Federal Court Holds That U.S. Securities Laws Do Not Apply to Unsponsored, Unlisted ADRs

The U.S. District Court for the Central District of California held on May 20, 2016 that the federal securities laws do not apply to U.S. transactions in unlisted, unsponsored American Depositary Receipts (ADRs) for a foreign...more

Liability of Cloud-Based Service Provider For Data Breach

Silverpop Systems provides digital marketing services through a cloud-based tool called ‘Engage’. Leading Market Technologies, Inc. (“LMT”) engaged Silverpop through a service agreement and during the course of that agreement...more

Court Of Chancery Enjoins Board Reduction Plan Prior To Director-Election

This is an excellent review of the law governing when the Court will enjoin board action that affects the ability of stockholders to elect directors....more

Supreme Court Update: Merrill Lynch V. Manning (14-1132), Huskie Int'l Electronics V. Ritz (15-145), Sheriff V. Gillie (15-338)...

It's that time of year! Fresh on the heels of the six decisions handed down Monday, the Court issued another three yesterday, with more to come on the other side of the weekend. This Update will cover the remaining three...more

Supreme Court Broadly Interprets “Actual Fraud” Exception to Bankruptcy Discharge

On Monday, May 16, 2016, the Supreme Court issued its decision in the case of Husky Int’l Elecs., Inc. v. Ritz, — S. Ct. —, 2016 WL 2842452 (2016) resolving a split between the Fifth and Seventh Circuit Courts of Appeal...more

[Webinar] Ethics - Confidentiality Issues Re: Attorney Client Privilege and Information - June 8th, 12:00pm CT

Confusion surrounds the attorney-client privilege. Many think they have it when they do not and even if they do, they fail to appreciate how easy it is to lose. In either case, not enough attention is paid to the possibility...more

Court of Chancery Explains Bad Faith Test

This decision deals with when the actions of directors may be considered to be in bad faith, at least when there is no self-interest involved and the directors are properly informed before taking the time to decide what to...more

The Case of Actually Actual Fraud

On May 16, the bankruptcy world of “actual fraud” got larger. In an opinion delivered by Justice Sotomayor, the Supreme Court addressed what it recognized was a deepening circuit split regarding the interpretation of “actual...more

Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the...more

Termination For Repudiatory Breach: Do Contractual Notification Provisions Apply?

A party who terminated a contract for common law repudiatory breach was not obliged to follow contractual termination provisions (including as to a cure period and notice). In Vinergy International (PVT) Ltd v Richmond...more

Blog: Court Of Appeal Considers Interpretation Of Aggregation Clause In Solicitors’ Professional Indemnity Insurance

In AIG Europe Limited (Appellant) v OC320201 LLP (formerly The International Law Partnership LLP) & 5 others (Respondents) & The Law Society of England and Wales (acting in its regulatory capacity as the Solicitors Regulatory...more

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

"Recent Delaware Cases Clarify Existing Limits and Adopt Novel Condition in Books-and-Records Demands"

Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more

Clause Headings: When Do They Matter (And When Do They Not?)

Burton J stated that he would find it "… impossible not to be assisted" by a clause heading in construing it, despite a provision that "… headings shall be ignored". Citicorp International Limited v Castex Technologies...more

"Delaware Supreme Court Enhances Protections for Controlling Stockholder Buyouts"

In November 2015, the Delaware Supreme Court bolstered the protection afforded to majority or controlling stockholders seeking to buy out the minority, provided that the transaction is structured in accordance with the...more

Purchasing a Corporation in Maryland? “Mere Continuation” Rule Just Became Clearer

The Maryland Court of Appeals (the “Court”), the state’s highest court, in Phillip Martin, v. TWP Enterprises Inc. (No. 1855, Sept. Term, 2014, decided Feb. 24, 2016, Leahy, J.) addressed what it identified as the third...more

"Delaware Supreme Court Provides Guidance on Aiding-and-Abetting Liability for Financial Advisors"

On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more

FTC Records Two Wins as Staples-Office Depot Merger Abandoned for a Second Time

On May 10, Staples and Office Depot announced that they would be terminating their $6.3 billion merger in the wake of a federal judge’s decision to issue a preliminary injunction blocking the deal. This represents the second...more

"Court of Chancery Addresses Fundamental Issues of Derivative Litigation"

The Delaware Court of Chancery recently issued a trio of notable opinions involving stockholder derivative actions. The opinions addressed fundamental issues of law such as whether particular kinds of stockholder claims are...more

Court Upholds Allegedly Unfair Master Limited Partnership Transaction

When alternative entities first came into prominence, questions arose concerning the applicability to them and their stakeholders of corporate law fiduciary duty jurisprudence. Eventually the Delaware General Assembly amended...more

Australian Court Manages Concurrent Class Actions By Giving The Class Members A Choice

As securities litigation becomes increasingly globalized, the Mintz Levin Institutional Investor Class Action Recovery practice is constantly monitoring and participating in jurisprudential developments in a number of...more

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