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Supreme Court Considers Whether A Bribe Or Secret Commission Received By An Agent Is The Property Of The Principal

In HR European Ventures LLP & ors v Cedar Capital Partners LLC [2014] UKSC 45, 16 July 2014, the Supreme Court held that bribes and secret commissions, received by an agent, should be treated as the property of the principal...more

AMJ Investments May Not Alter Texas Claims Landscape

Section 541 of the Texas Insurance Code authorizes a private cause of action through which an insured can recover the “actual damages” caused by its insurer’s violation of the statute’s fair-claims handling provisions. And,...more

Delaware Court Denies Dismissal for Disinterested Directors When Entire Fairness Applies

The Delaware Court of Chancery recently addressed the pleading standard for claims against disinterested directors arising out of transactions involving a controlling stockholder, where the transaction has been alleged to be...more

SEC Brings First Action Against a Private Equity Fund Adviser for Misallocation of Portfolio Company Expenses

On September 22, 2014, the Securities and Exchange Commission (“SEC”) charged private equity fund adviser Lincolnshire Management, Inc. (“Lincolnshire”) with breaching its fiduciary duty to two of its private equity funds by...more

Court Addresses Jurisdiction Over Alleged Tortious Internet Conduct

By dramatically lowering the cost of disseminating information, the internet has made it possible for companies to “cybersmear” their competitors before a large potential audience at very little cost. The internet also...more

Eastern District of Pennsylvania: State Farm Cannot Refuse Appraisal of Superstorm Sandy Damage

Currie v. State Farm Fire & Cas. Co., No. CIV.A. 13-6713, 2014 WL 4081051 (E.D. Pa. Aug. 19, 2014). After Superstorm Sandy damaged the insureds’ house, they and their insurer came to markedly different assessments of...more

Breach of Contract and Section 75-1.1: The Beginning

A breach of contract alone does not violate N.C. Gen. Stat. § 75-1.1. If a breach is accompanied by “substantial aggravating circumstances,” however, the breach does violate section 75-1.1—and the plaintiff’s contract damages...more

Affiliate Marketer Can Survive Motion to Dismiss on Breach of Contract for Referrals

Affiliate marketers are a considerable cog in assisting companies, including search engines and online retailers, in guiding potential customers to click on sponsored links. In expediting the acquisition of potential...more

Arbitration Denied In Class Action Where Plaintiff’s Trust Was A Party To Arbitration Agreement, But Plaintiff Was Not

In a life settlement transaction, in which a life insurance policy is sold by its owner to another for more than its cash-surrender value but less than the net death benefit, the seller contended that the broker and purchaser...more

Southern District of New York: It is Unlawful for an Insurer to Withhold Payment When Some Portion on an Insured’s Entitlement is...

Lexington Ins. Co. v. MGA Entm’t, No. 12-cv-3677 (SAS), 2014 WL 3955205 (S.D.N.Y. Aug. 12, 2014). The Southern District of New York denies an insurer’s motion to dismiss an insured’s claim that the insurer breached its...more

Inside The Courts - September 2014 | Volume 6 | Issue 3

In This Issue: - CLASS CERTIFICATION: ..Goodman v. Genworth Fin. Wealth Mgmt. Inc., No. 09-CV-5603, 2014 WL 1452048 (JFB) (GRB) (E.D.N.Y. Apr. 15, 2014) - DEMAND FUTILITY: ..Rosenbloom v. Pyott,...more

The Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the...

On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more

Forum Selection Bylaws–More Good News

Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected...more

What Does Delaware’s Wal-Mart Decision Mean for the Attorney-Client Privilege and Internal Investigations?

The Delaware Supreme Court’s decision in Wal-Mart Stores, Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, No. 614, 2014 Del. LEXIS 336, 2014 WL 3638848 (July 23, 2014), a Section 220 “books and records” case...more

Fiduciary Duties in the Context of Dent v. Ramtron Int’l Corp.

The Delaware Court of Chancery recently addressed a number of claims commonly made in the “ubiquitous” stockholder litigation that follows announcement of a public merger or acquisition transaction. In Dent v. Ramtron Int’l...more

Corporations Don't Independently Owe Fiduciary Duties to Stockholders

On Aug. 7, Vice Chancellor Sam Glasscock III issued a letter opinion in the matter Buttonwood Tree Value Partners LP v. R.L. Polk & Co., C.A. No. 9250-VCL, that is not attention-grabbing because it wrestles with some nuanced...more

Mattocks v. Black Entertainment Television LLC

Mattocks v. Black Entertainment Television LLC - USDC, S.D. Florida, August 20, 2014 - District court grants defendant BET summary judgment in suit brought by creator of Facebook Fan Page that promoted BET...more

ParkCentral v. Porsche: The Second Circuit Signals New Lines of Defense to Extraterritorial Securities Fraud Claims

In ParkCentral Global Hub Ltd. v. Porsche Automobile Holdings SE (“ParkCentral”), the US Court of Appeals for the Second Circuit held that domestic securities transactions that did not involve the foreign defendant, whose...more

Fake Affiliate Registrations Can Trigger RICO Claims

The Racketeering Influenced Corrupt Organizations Act (RICO) (18 U.S.C. § 1962) is a federal civil and criminal statute originally designed to thwart organized crime. It has been previously used to prosecute, among others,...more

Start Spreading the News: With National Union v. TransCanada, New York Prepares to Broadcast Communications with Coverage...

The final opinion of a New York appellate court in National Union Fire Ins. Co. of Pittsburgh v. TransCanada Energy USA, Inc., 119 A.D.3d 492 (2014), is only three paragraphs long, but it raises a host of questions about how,...more

Massachusetts Court Awards Attorneys' Fees for In-House Counsel's Work: The State Is the Latest To Recognize Shifting of In-House...

In a question of first impression, the Massachusetts Court of Appeals recently held that trial court judges have discretion to award attorneys' fees for work performed by in-house counsel for claims brought under the state's...more

Court Rules LLC Form Provided No Fiduciary Shield To Personal Jurisdiction

Last Friday’s post concerned whether a plaintiff could establish jurisdiction by tagging a corporate officer attending a conference in California. The question was whether a corporation is present wherever its officers are...more

Ontario Court Of Appeal Upholds Finding of Breach of Fiduciary Duty Respecting Executive Compensation

The Ontario Court of Appeal recently upheld a trial court decision which concluded that the CEO, who was also a director, breached his fiduciary duty to the corporation when the directors of Unique Broadband Systems, Inc....more

California Supreme Court Halts Creeping Expansion of Advertising Injury

Commercial general liability policies typically provide coverage for claims based on “personal and advertising injury.” Increasingly, enterprising insureds have invoked this coverage in connection with a variety of legal...more

Northern District of Texas Dismisses Bad Faith Claims in Well-Control Policy Dispute

Eagle Oil & Gas Co. v. Travelers Prop. Cas. Co. of Am., No. 7:12-cv-00133-O (N.D. Tex. Jul. 14, 2014) - Northern District of Texas dismisses bad faith claims against insurer and adjuster in dispute over coverage for...more

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