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Court Rejects Challenge To Internal Affairs Doctrine

Marvell Technology Group, Ltd. is a publicly traded company that is incorporated in Bermuda. Marvell’s U.S. operating subsidiary is based in California. A year ago, an institutional stockholder filed a derivative suit...more

Did You Make the Multistate Tax Compact Apportionment Election in California? Watch Out for Penalties

On December 31, 2015, the California Supreme Court ruled against the taxpayer in The Gillette Company v. Franchise Tax Board. The United States Supreme Court denied review of Gillette on October 11, 2016. Thus, Gillette is...more

Third Circuit Enforces Make-Whole Premium for Notes Accelerated by Bankruptcy Filing

Some term loans allow borrowers to redeem debt. But to protect a lender’s expected yield, such loans often impose a “make-whole premium” on redemption. That is, they require compensation to the lender for the borrower’s...more

French Consumer Class Action: An Initial Assessment

On 1 October 2016, the French consumer class action celebrated two years of existence. The initial assessment is rather reassuring for companies, although media coverage from the very beginning has been worrying and...more

Enforceability of Restrictive Covenants in Transactional Agreements

In Rush Hair Ltd v Gibson-Forbes [2016] EWHC 2589, the High Court considered the enforceability of two-year restrictive covenants contained in a share purchase agreement. Rush Hair Ltd (Rush), a chain of hairdressing...more

Class Action Waivers in Employment Arbitration Agreements? Not as 'Fresh & Easy' as You Think

Many companies require their employees to sign employment agreements in which the employees agree that any claims they have against the company, including class action claims, will be decided only through private arbitration...more

How to enforce adjudication decisions and deal with insolvency

Adjudications on the increase - Anecdotal evidence suggests that adjudications are still on the increase. This increase is supported by the statistics in the Adjudication Society's 15th report, which shows a 5 per cent...more

Yahoo Awarded Over $1.5 Million in Sweepstakes Promotion Lawsuit

Last week, a Dallas federal court concluded that Yahoo! Inc. (“Yahoo”) should be paid over $913,000 in attorneys’ fees in connection with its March Madness sweepstakes promotion, bringing Yahoo’s total award in the case to...more

Plan of Arrangement: A Vote for All? Not So, Says Court of Appeal

In Smoothwater Capital Corporation v. Marquee Energy Ltd. (Smoothwater), the Alberta Court of Appeal (Court) overturned the Alberta Court of Queen’s Bench controversial decision granting shareholders of an acquiring company a...more

Court Dismisses Derivative Claim for Alleged Breach of Oversight Duty

The Delaware courts encourage plaintiffs who bring derivative claims in Delaware without making demand on the board of directors to seek books and records under Section 220 of the Delaware General Corporation Law so as to be...more

District Court Orders Additional Deposition of Defendant after Witness Changed Numerous Deposition Answers in Errata

The plaintiff, Chrimar Systems Inc. and Chrimar ("Chrimar") filed a motion to compel an additional deposition of Defendant D-Link Systems, Inc.'s ("D-Link") corporate representative, William C. Brown. Chrimar previously took...more

First Circuit Strengthens “Traceability” Pleading Requirement for Section 11 Claims

A recent First Circuit decision raises the pleading bar for plaintiffs asserting violations of Section 11 of the Securities Act. Only would-be plaintiffs who acquired a security that is the direct subject of a prospectus and...more

NC Business Court Sends Some Important Messages About Fees To Lawyers For Class Action Plaintiffs

If you've been reading this blog for any length of time, you know that I am very sour on substantial attorneys' fees being awarded to the lawyers for class action plaintiffs who obtain nothing more for the class than...more

Delaware Supreme Court Rejects Fraud Defense To Advancement

Delaware strongly protects a party’s right to advancement of attorney’s fees. This decision holds that a claim of fraudulent inducement cannot be asserted as a defense in a contractual advancement case even when the fraud is...more

Blog: Commercial Court Dismisses Appeal By Reinsurers Disputing That Certain Losses Arising From The World Trade Centre Attack In...

In Simmonds v Gammell [2016] EWHC 2515 (Comm) the respondent insurer had participated in various layers of an excess liability insurance programme, insuring the Port of New York (PONY). The appellant reinsurer had...more

Superior Court Limits Contractual Indemnification To Third Party Claims

This decision holds that a general obligation to indemnify another party to a contract applies only to claims filed by a third party and not to claims between the parties to the contract itself. Hence, if you want to cover...more

SCC Upholds Solicitor-Client, Litigation Privilege in Recent Rulings

In two decisions released on November 25, 2016, the Supreme Court of Canada (SCC) affirmed the fundamental importance of litigation privilege and solicitor-client privilege. In Lizotte v. Aviva Insurance Company of Canada...more

Third Circuit Court of Appeals: Energy Future Required to Pay Make-Whole Payments

In a decision released on November 17, 2016, the Third Circuit Court of Appeals reversed the holding of the Delaware Bankruptcy Court, affirmed by the District Court, that EFIH is not required to pay make-whole payments. In...more

For Whom the Bell Tolls: Obligations and Risks of Third-party Witnesses under Rule 2004 Examinations.

Two recent Bankruptcy Court cases both remind and illustrate the power and risks presented by discovery of facts and documents under Bankruptcy Rule 2004, showing that it can compel third parties to provide information to...more

"Plaintiffs Facing Headwinds in Pending Mutual Fund Fee Litigation"

With the first-filed cases at or near completion, the results are not looking good for the plaintiffs in the latest wave of mutual fund fee litigation. Defendants prevailed after trial in one of those cases and achieved...more

Significant Swiss ruling handed down on privilege in anti-money laundering investigations

In a recent judgment, the Swiss Federal Tribunal has ruled that, where a financial institution delegates its investigation and reporting obligations under the Swiss Anti-Money Laundering Act ("AMLA") to external counsel,...more

Ohio Supreme Court Finds Quill Does Not Apply to the Commercial Activity Tax

The Ohio Supreme Court has ruled that the Ohio Commercial Activity Tax is a business privilege tax and that the physical presence requirement articulated by the U.S. Supreme Court in Quill does not limit Ohio’s ability to...more

“Change of Control” Case Isn’t Governed By ERISA, Court Rules

When an employee brings a lawsuit involving a plan adopted by their employer, one question is whether ERISA—the Employee Retirement Income Security Act of 1974—applies....more

Consumer Data Privacy in Bankruptcy

Bankruptcy law and privacy law may appear to be wholly separate areas of the law, but they overlap more than one might anticipate. Balancing individual rights and interests to achieve a social good is at the heart of both...more

Court Of Chancery Grants Dissolution On Conditions

This is an interesting decision in a small case. The Court granted the request to dissolve a Delaware entity in deadlock, but conditioned that dissolution on an agreement not to use the fact of dissolution in another...more

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