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Restructuring and Insolvency Bulletin Issue 2 - 2017: An update on COMI shifting to take advantage of the best insolvency tools to...

by Dechert LLP on

The EU has taken aim at fraudulent or abusive forum shopping in the Recast Insolvency Regulation, acknowledging the potential for misuse by debtors seeking to take advantage of more flexible insolvency processes available in...more

Competition News - October 2017

by Dentons on

Prohibiting an authorized distributor from selling on a market place is not necessarily a hardcore restriction of competition - By a decree dated September 13, 2017, the French Supreme Court gave its support to brands...more

Recent Rulings on “Family Limited Liability Entity” Election Create Traps for the Unwary

Although every LLC, limited partnership or other pass-through entity doing business in Alabama, and even those simply organized under Alabama law, are subject to an annual business privilege tax (BPT), certain entities can...more

Court Of Chancery Decides It Will Determine Stock Validity In A Section 225 Case

by Morris James LLP on

Southpaw Credit Opportunity Master Fund L.P. v. Roma Restaurant Holdings Inc., C.A. No. 2017-0059-TMR (Oct. 13, 2017)- In a contest over who has been elected to a board of directors under Section 225 of the DGCL, it is...more

Restructuring and Insolvency Bulletin Issue 2 - 2017: Offshore and off limits: SDNY Bankruptcy Court finds foreign transfer...

by Dechert LLP on

Can foreign transfers of a U.S. debtor be avoided under the Bankruptcy Code’s avoidance provisions? While the Bankruptcy Court for the Southern District of New York recently found that the answer is no, that court, as well as...more

Delaware Court Of Chancery Imposes Incorporation-By-Reference Condition On Section 220 Production, Consistent With Other Recent...

by Shearman & Sterling LLP on

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an “incorporation-by-reference” condition on any production by Universal Health Services, Inc. (“UHS”) in response to a...more

Central District Of California Dismisses Securities Fraud Claim Against Facebook, Finding Plaintiffs Failed To Sufficiently Allege...

by Shearman & Sterling LLP on

On October 4, 2017, United States District Judge Stephen V. Wilson of the United States District Court for the Central District of California dismissed without prejudice a putative class action against Facebook, Inc., and...more

Court of Chancery Imposes Incorporation By Reference Condition On Books and Records Production

by Morris James LLP on

The City Of Cambridge Retirement System v. Universal Health Services Inc., C.A. No. 2017-0322-SG (Oct. 12, 2017) - A stockholder may inspect a corporation’s records for any recognized proper purpose, including...more

Incorporation Condition In Confidentiality Agreement Upheld In Books And Records Action

by Fox Rothschild LLP on

In the recent DGCL Section 220 books and records decision of The City of Cambridge Retirement System v. Universal Health Services, Inc., C.A. No. 2017-0322-SG (Del. Ch. Oct. 12, 2017), the Court of Chancery considered the...more

Corporate Liability and the Alien Tort Statute: Highlights from the Oral Arguments in Jesner v. Arab Bank

On Wednesday, October 11, the U.S. Supreme Court heard oral arguments in Jesner v. Arab Bank. The case may once and for all determine whether companies are appropriate defendants in cases filed pursuant to the Alien Tort...more

Not so Stern: Delaware Bankruptcy Court Finds Authority To Approve Non-Consensual Third Party Releases; Stern Not Applicable

by Allen & Overy LLP on

On remand from an appeal to the United States District Court for the District of Delaware, Bankruptcy Judge Laurie Selber Silverstein penned a resounding and thoroughly reasoned sixty-nine page opinion holding that the...more

SEC Prevails at Trial of F-Squared Co-Founder

by Dorsey & Whitney LLP on

The Commission prevailed at trial last week, with the jury returning a verdict in its favor just hours after closing argument. SEC v. Present, Civil Action No. 1:14-cv-14692 (D. Mass. Filed Dec. 22, 2014)....more

Delaware Court Of Chancery Finds Demand Futility As To Fiduciary Duty Breach Claims Arising From Costly Loan Approved By...

by Shearman & Sterling LLP on

On September 29, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted in part and denied in part a motion to dismiss derivative claims for breach of fiduciary duty against the board of foreign...more

U.S. Supreme Court Schedules Oral Argument In Case That Raises Issue Of Whether State Courts Have Jurisdiction Over Securities Act...

by Shearman & Sterling LLP on

The U.S. Supreme Court has scheduled oral argument on November 28, 2017 in Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, a case that is expected to resolve the issue of whether state courts continue to...more

D.C. Circuit Applies Janus To Set Aside SEC Sanctions Against Investment Banker

by Shearman & Sterling LLP on

On September 29, 2017, a three-judge panel of the United States Court of Appeals for the D.C. Circuit (“D.C. Circuit”) overturned the Securities and Exchange Commission’s (“SEC”) determination that investment banker Frank...more

Internet of Things (IoT) Poses Information Governance Challenges for Organizations - Nextra Solutions

by Nexsen Pruet, PLLC on

The Internet of Things (“IoT”) seems to impact every aspect of life. IoT generally refers to computing devices embedded in everyday objects that collect data. From thermostats to driver-assisted cars, innumerable devices...more

Court Of Chancery Explains Demand Excusal Based On Knowing Violations Of Law

by Morris James LLP on

Kandell v. NIV, C.A. No. 11812-VCG (Sept. 29, 2017) - Derivative plaintiffs alleging that directors allowed the corporation they serve to violate the law typically face dismissal for failure to make pre-suit demand on the...more

Condominiums and Conflicts of Interest: How to interpret the rebuttable presumption

The legislature recently amended Chapter 718 of the Florida Statues, relating to condominiums, to create a rebuttable presumption that a conflict of interest exist in certain situations.[1] A conflict of interest is a real or...more

Corporate Social Responsibility and the Rana Plaza Class Action

by Bennett Jones LLP on

On July 5, 2017, the Ontario Superior Court of Justice released a 129-page decision in the Rana Plaza class action (Das v George Weston Limited, 2017 ONSC 4129), a proposed class action brought in Ontario on behalf of...more

Treasury Wine Decision Confirms Shift in Class Action Closure Process

Recently, in Melbourne City Investments Pty Ltd v. Treasury Wine Estates Limited (“Treasury Wine”), the Full Court of the Federal Court of Australia considered a primary judge’s class closure order which broke new ground in...more

Ninth Circuit Analyzes Statements Concerning FDA Feedback, in In re Atossa Genetics, Inc. Securities Litigation (August 18, 2017)

On August 18, 2017, a Ninth Circuit panel affirmed in part, reversed in part, and vacated in part the district court’s dismissal of the amended securities fraud class action complaint in In re Atossa Genetics, Inc. Securities...more

Extending your reach to the "invisible parties" to the arbitration agreement

by Dentons on

Aggrieved claimants may sometimes seek to extend their claims not only to the company that agreed to arbitrate disputes – but also to that company’s shareholders or ultimate controlling person(s). Such efforts are usually...more

Court Holds That Attorneys Acted As An Escrow Agent And Could Be Sued For Breach Of Fiduciary Duty By A Non-Client

by Winstead PC on

In Alexander O&G, LLC v. Nomad Land & Energy Res., LLC, Nomad entered into a Purchase and Sale Agreement (“PSA”) with Alexander O&G, LLC (“AOG”) for the sale of oil and gas interests. No. H-16-2065, 2017 U.S. Dist. LEXIS...more

Reverse Veil Piercing: A Judgment Against You Can Become A Judgment Against Your Company

by Weintraub Tobin on

It happens all the time. A hard fought lawsuit results in a satisfying judgment. Then it comes time to collect and it turns out the judgment is worth no more than the paper it’s written on. For example, sometimes a party...more

Client Alert: Vendor Section 503(b)(9) Administrative Priority Claims: When Goods are Received is Critical

Debtors in Chapter 11 proceedings rarely pay unsecured creditors a meaningful dividend on prepetition accounts receivable balances, much less pay them in full. In an era of aggressive lending to place capital in the market,...more

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