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Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation

Decision of note for REITs contemplating asset acquisitions involving stock consideration that requires stockholder approval, even if the transaction does not effect a change-in-control. Background – Following...more

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

Blog: Third Circuit Allows Wal-Mart To Exclude Trinity’s Proposal From Its 2015 Proxy Statement

No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc than I find that the Third Circuit has just issued an Order...more

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval...more

California and Delaware Courts Agree: Amendments to Corporate Bylaws Do Not Apply Retroactively to Impair Pursuit Previously...

Two recent decisions, one from the Delaware Court of Chancery and one from the California Court of Appeal, Fourth Appellate District, refused to apply bylaws that impaired a shareholder/member plaintiff’s ability to pursue...more

Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015) (Glasscock, V.C.)

In this decision, the Court of Chancery granted a motion for summary judgment for minority stockholders asserting appraisal rights in a squeeze-out merger. The Court assumed, without deciding, that a common stockholder may...more

Grant-Taylor v Babcock & Brown – causation and proof of loss in shareholder actions

The Federal Court has weighed into the debate about causation and proof of loss in shareholder actions in its decision of Grant-Taylor v Babcock & Brown Limited (in liquidation) [2015] FCA 149 (4 March 2015). Significantly,...more

Court Of Chancery Explains Notice Required For Moot Claims

This decision explains what notice is required when a representative litigation is to be dismissed as moot and a fee paid to the plaintiff’s attorneys. Notice should be given to the class or the other stockholders in the way...more

Delaware (again) proposes sledgehammering fee-shifting bylaws

As part of the annual update cycle for Delaware’s General Corporations Law (DGCL), the Delaware Bar has returned to last year’s controversy on fee-shifting provisions in bylaws and certificates of incorporation to propose,...more

Blog: In Re Numoda Corporation Shareholders Litigation: Delaware Court Addresses The New Delaware Ratification Statutes

A recent Delaware opinion, In Re Numoda Corporation Shareholders Litigation, decided on January 30, 2015, appears to be the first opinion to resolve questions under the new Delaware statutes, Sections 204 and 205, which...more

Derivative Action Stayed Pending $228.9M Appeal

When a company receives an adverse judgment holding it responsible for hundreds of millions in damages, shareholder derivative suits often follow. A typical claim is that had the board exercised proper oversight, the company...more

Second Circuit Holds That SIPA Does Not Permit an Inflation or Interest Adjustment to “Net Equity” Claims For Customer Property

In In re Bernard L. Madoff Investment Securities LLC, No. 14-97-bk(L), 2015 WL 727965 (2d Cir. Feb. 20, 2015), the United States Court of Appeals for the Second Circuit held that no adjustment for inflation or interest could...more

Rare Defendant Class Certified in Federal North Carolina Ponzi Scheme Class Action

Most of the cases that come to mind when you think “class action” consist of a large group of plaintiffs (hundreds or multiple thousands) seeking authorization to proceed as a class in one lawsuit against one or a handful of...more

In Ordering Disgorgement in SEC Cases, Courts Have Discretion, but Not That Much Discretion

When defendants argue in federal court against the SEC’s calculation of a disgorgement figure, they hear a lot of this: “A district court has broad discretion to order disgorgement of profits obtained through...more

A Win for Nonsettling Defendants Facing Securities Act Claims

Nonsettling defendants that faced Securities Act claims were protected from disproportionate liability following a partial settlement. On February 3, Judge William H. Orrick of the U.S. District Court for the Northern...more

McWane, Inc. v. Lanier, C.A. No. 9488-VCP (Del. Ch. Jan. 30, 2015) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss or stay for lack of personal jurisdiction. The Court held that a mandatory forum selection clause in a merger agreement controlled over a...more

SEC Seeks Chevron Deference to Unnecessary Ruling that Dodd-Frank 180-Day Enforcement Directive Doesn’t Matter

In a brief filed last week, the SEC urged the D.C. Circuit to give Chevron deference to the Commission’s unnecessary conclusion that Congress’s 180-day enforcement deadline doesn’t matter. The conclusion is consistent with...more

Sinchareonkul v. Fahnemann, C.A. No. 10543-VCL (Del. Ch. Jan. 22, 2015) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied the plaintiff’s motion for an expedited preliminary injunction hearing to be held prior to February 10, 2015, but found that good cause existed for an expedited two-day...more

"Fee-Shifting, Financial Advisor Liability Among Likely Delaware Law Issues for 2015"

The Delaware courts weighed in on familiar issues of importance last year, including multiforum deal litigation and the emphasis on an independent board process, while also delving into relatively new territory such as...more

SEC Settles Insider Trading Case Based on Father’s Misappropriation

The SEC filed a settled insider trading case in which a father is alleged to have misappropriated inside information obtained from his Son who obtained the information from his Girlfriend. The disgorgement he paid included...more

“Frivolous” Merger Litigation Settlement Rejected by the Court

In an opinion that could help remedy the problem of baseless merger litigation, a court applying North Carolina law recently refused to approve a class action settlement because the underlying lawsuit was without merit. ...more

Minority Shareholder Oppression In Family Businesses In Pennsylvania

Decades ago, Pennsylvania courts, as well as other state courts, were reluctant to interfere with business judgments of majority shareholders managing a corporation, even where the expectations of a minority shareholder had...more

Cy Pres Distributions in Class Action Settlements Addressed By Eighth Circuit

Over the last several years, federal courts of appeals have been closely scrutinizing cy pres distributions to charitable organizations in class action settlements. This includes opinions by the First Circuit, Third Circuit...more

The SEC Does Not Care about Its Injunctions

It won’t surprise you to learn that the U.S. Code includes this provision: “A court of the United States shall have power to punish by fine or imprisonment, or both, at its discretion, such contempt of its authority . . . as...more

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