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Supreme Court Considers Time Limits On SEC Disgorgement Claims

by Dorsey & Whitney LLP on

Disgorgement, one of the SEC’s primary remedies, was the focus of intense debate during arguments before the Supreme Court in Kokesh v. SEC, No. 16-529 (S.Ct.) earlier this week. At issue was whether the remedy is subject to...more

Delaware Chancery Court Applies Corwin To Dismiss Post-Merger Fiduciary Duty Claim After Finding A Royalty Agreement Did Not...

by Shearman & Sterling LLP on

On April 13, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder derivative suit alleging a breach of fiduciary duty against the directors of Paramount Gold and Silver Corp....more

Virgin Islands District Court Dismisses Securities Fraud Claims For Failure To Allege Falsity And Loss Causation

by Shearman & Sterling LLP on

On April 6, 2017, Judge Harvey Bartle III, sitting by designation in the United States District Court for the District of the Virgin Islands, dismissed a putative class action against Altisource Asset Management Corporation...more

Southern District Of Texas Dismisses Class Action Against Plains All American Pipeline, Dismissing Exchange And Securities Act...

by Shearman & Sterling LLP on

On March 29, 2017, Chief District Judge Lee Rosenthal of the United States District Court for the Southern District of Texas, Houston Division dismissed a putative class action against Plains All American Pipeline, a major...more

Southern District Of New York Dismisses Putative Class Action, Holding That Claims Are Precluded By SLUSA

by Shearman & Sterling LLP on

On April 1, 2017, District Judge John G. Koeltl of the United States District Court for the Southern District of New York dismissed a putative class action against brokerage firm E*TRADE Financial Corporation and E*TRADE...more

FCPA Compliance Report-Episode 320, John Hanson on the IAICM [Video]

by Thomas Fox on

In this episode I visit with John Hanson (AKA ‘the Fraud Guy’) who is also the founder of the International Association of Independent Corporate Monitors (IAICM). He discusses why he founded the group, the needs it hopes to...more

Securities Class Action Settlements: Dollars, Numbers Are Up

by Dorsey & Whitney LLP on

The trends in securities class actions are up. The number of cases filed last year was up as previously reported. The number of settlements in 2016 was up. The amount of those settlements was up. The number of mega...more

Recent Pro-Cooperative Decisions in Class Action Patronage Capital Cases

Cooperatives facing patronage capital lawsuits have recently enjoyed a series of favorable court opinions. Over the past few months, the Eleventh Circuit and state and federal courts in Florida have all dismissed claims for...more

Southern District Of New York Dismisses Securities Fraud Claims, Finding There Was No Material Omission Regarding Association With...

by Shearman & Sterling LLP on

On March 2, 2017, Judge Amos Mazzant III of the United States District Court for the Eastern District of Texas dismissed an amended complaint filed by the United States Securities and Exchange Commission (“SEC”) against the...more

Delaware Supreme Court Affirms Dismissal Of Caremark Action For Failure To Plead Bad Faith With Particularity

by Shearman & Sterling LLP on

On March 3, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of “Caremark” claims for alleged bad-faith failure of oversight brought derivatively by a stockholder against the directors of Qualcomm, Inc....more

SEC's Securities Fraud Lawsuit Against Texas Attorney General Dismissed For Second Time Over Lack Of Duty To Investors

by Shearman & Sterling LLP on

On March 2, 2017, Judge Amos Mazzant III of the United States District Court for the Eastern District of Texas dismissed an amended complaint filed by the United States Securities and Exchange Commission (“SEC”) against the...more

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

by Shearman & Sterling LLP on

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

How An Employee/Shareholder Can Protect Oneself Against Oppression

Because termination of one’s employment does not necessarily equate to shareholder oppression under New Jersey law, as seen in my last post, it is often a good idea to take proactive measures to inoculate yourself against a...more

Beware the Deadlock: Delaware Courts Step in on Corporate Dysfunction

by Zuckerman Spaeder LLP on

The board of directors controls a corporation, but individual directors don’t always agree on the future direction of the company. Sometimes, boards can split into factions. A company’s CEO may align himself with one side and...more

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

by Dorsey & Whitney LLP on

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

Shareholder Liability For Corporate Income Tax?

by Farrell Fritz, P.C. on

Limited Liability - In general, the creditors of a corporation cannot recover the corporation’s debts from its shareholders—the shareholders enjoy the benefit of limited liability protection as a matter of state law....more

Many Discovery Tools Exist To Find Emails To Prove Shareholder Oppression

I have noted many times on this blog that emails often prove shareholder oppression cases. It can be fairly easy for majority shareholders who are careful, and seek legal advise beforehand, to mask their true intent when...more

Ninth Circuit Holds That Securities Class Action Based on Violations of Ethics Code Properly Dismissed

by Benesch on

On January 19, 2017, the Ninth Circuit affirmed the dismissal of a shareholder class action lawsuit alleging securities fraud violations, arising out of Hewlett-Packard’s former CEO’s alleged misrepresentations about HP’s...more

Supreme Court to Decide Whether SEC Claims for Disgorgement Are Subject to Any Statute of Limitations

by Ropes & Gray LLP on

The Supreme Court recently granted certiorari to review whether civil enforcement claims brought by the SEC for the remedy of disgorgement are subject to any statute of limitations, or whether instead the SEC can effectively...more

Choice of Entity and Key Contents of Organization Documents

by Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

by McCarter & English, LLP on

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

Brownstein Victory Demonstrates Value of Vigorously Challenging Materiality Allegations in Securities Fraud Trials

The materiality of misrepresentations and omissions in securities fraud litigation is a complex but critical issue. For several reasons, defendants sometimes give this element of a securities claim less at tention than it...more

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

by Farrell Fritz, P.C. on

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

by Bennett Jones LLP on

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...more

What is a personal benefit? US Supreme Court issues major insider trading decision - key takeaways

by DLA Piper on

On December 6th, Yesterday, the Supreme Court issued its first insider trading decision in more than two decades, Salman v. United States. The decision clarified uncertainty in insider trading prosecutions that arose...more

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