Civil Procedure, Business Organization, Business Torts

Delaware Court Dismisses Securities Fraud Action Against Power Plant Executives

by Michael S. Gordon, Dean Razavi | Katten Muchin Rosenman LLP on 5/8/2013

The US District Court for the District of Delaware dismissed a class action for securities fraud against former officers and directors of a geothermal energy company, in which the plaintiffs alleged that the defendants had...more

Blaustein, et al. v. Lord Baltimore Capital Corp., et al., C.A. No. 6685-VCN, (Del. Ch. Apr. 30, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the...

by Michael Kichline, Peter Kreher, William McEnroe | Dechert LLP on 5/2/2013

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a...more

Shareholder Derivative Litigation: Keeping an Eye on the Parallel Class Action

by Donald Corbett, Daniel Roque | Lowenstein Sandler LLP on 4/26/2013

I. Introduction - Shareholder derivative actions rarely proceed in isolation. Typically, other related actions are pending simultaneously, including a parallel securities class action arising out of the same set of...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Delaware Supreme Court in Pyott Reverses Chancery Court Ruling That Collateral Estoppel Does Not Apply in Certain Shareholder...

by Ashley Burden, Mayer Grashin, Joni Jacobsen, David Kistenbroker, Angela Liu, Carl Volz | Dechert LLP on 4/17/2013

The Delaware Supreme Court in Pyott v. Louisiana Municipal Police Employees’ Retirement System reversed on April 4 a controversial ruling by the Chancery Court that a California federal court’s dismissal with prejudice of a...more

Alberta Securities Commission Decision Highlights the Importance of Context in Assessing Materiality

by Sandeep Joshi, Tara Kyluik, Tristram Mallett | Osler, Hoskin & Harcourt LLP on 4/16/2013

A recent decision of the Alberta Securities Commission addresses allegations of insider trading (and in the case of one respondent, tipping) against several senior officers of a public company and a spouse of an executive. In...more

Securities Class Actions Increasingly Target The C-Suite

by Kathleen Wailes | LEVICK on 4/16/2013

According to a recently-published PricewaterhouseCoopers report, corporate executives are being named in an alarmingly high percentage of securities class action filings. In 2012, 94 percent of such filings explicitly named...more

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

by George E. Greer, Christine Louie, Danielle Van Wert | Orrick - Securities Litigation and Regulatory... on 4/16/2013

On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 4/11/2013

On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more

Court Dismisses Another Say-On-Pay Disclosure Case

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 4/9/2013

The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more

Delaware Supreme Court Says No To Botox And No To Multi-Forum Litigation: Court Dismisses Derivative Suit Against Botox-Maker...

by Kristen Bartlett, Lily Becker, Matthew Craner | Orrick - Securities Litigation and Regulatory... on 4/9/2013

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery in Pyott, et al. v. Louisiana Mun. Police Emp. Ret. Sys., et al., holding that a derivative suit against Botox-maker Allergan, Inc. should be...more

Delaware Federal Court Dismisses Say-on-Pay Complaint

by Eric S. Almon | Holland & Knight LLP on 4/3/2013

In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that...more

New York Court Holds Professional Services Exclusion Applicable

by Traub Lieberman Straus & Shrewsberry LLP on 4/2/2013

In its recent decision in David Lerner Assocs. v. Philadelphia Indem. Ins. Co., 2013 U.S. Dist. LEXIS 46333 (E.D.N.Y. Mar. 29, 2013), the United States District Court for the Eastern District of New York had occasion to...more

Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against...

by John M. Landry, Jonathan Moss, John Stigi | Sheppard Mullin Richter & Hampton LLP on 3/28/2013

In Levitt v. J.P. Morgan Securities, Inc., No. 10-4596, 2013 WL 1007678 (2d Cir. Mar. 15, 2013), the United States Court of Appeals for the Second Circuit reversed a district court order certifying a class of shareholder...more

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Civil Procedure › Business Organization › Business Torts

Delaware Court Dismisses Securities Fraud Action Against Power Plant Executives

Blaustein, et al. v. Lord Baltimore Capital Corp., et al., C.A. No. 6685-VCN, (Del. Ch. Apr. 30, 2013) (Noble, V.C.)

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the...

Shareholder Derivative Litigation: Keeping an Eye on the Parallel Class Action

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

Delaware Supreme Court in Pyott Reverses Chancery Court Ruling That Collateral Estoppel Does Not Apply in Certain Shareholder...

Alberta Securities Commission Decision Highlights the Importance of Context in Assessing Materiality

Securities Class Actions Increasingly Target The C-Suite

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

Court Dismisses Another Say-On-Pay Disclosure Case

Delaware Supreme Court Says No To Botox And No To Multi-Forum Litigation: Court Dismisses Derivative Suit Against Botox-Maker...

Delaware Federal Court Dismisses Say-on-Pay Complaint

New York Court Holds Professional Services Exclusion Applicable

Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against...

Delaware Court of Chancery Addresses Director's Duties In Connection With Change of Control Put Provisions

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

Zutrau v. Jansing, C.A. No. 7457-VCP (Del. Ch. Mar. 18, 2013) (Parsons, V.C.)

Directors Owe No Duty To Foreign Residents

District Court Denies Mark Cuban Summary Judgment in SEC’s Insider Trading Case

Gallagher v. Long, C.A. No. 8181-CS (Del. Ch. Feb. 28, 2013) (Strine, C.)

Inside The Courts - March 2013 | Volume 5 | Issue 1

The Material Impact of the Amgen Decision on D&O Insurance

In re BioClinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

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