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Beware the Deadlock: Delaware Courts Step in on Corporate Dysfunction

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

Federal District Court Rebuffs Attempt by Navy Sailors to Satisfy Judgment Against Republic of Sudan by Attaching Assets Held by...

A recent decision by the United States District Court for the Southern District of New York delivered a victory to banks seeking to prevent judgment creditors from attaching assets “blocked” pursuant to Office of Foreign...more

Biogen to Pay Forward $1.25 Billion in Settlement

Forward Pharma A/S (“Forward”) recently announced that a necessary super majority of its shareholders have approved a settlement of various patent disputes with two wholly-owned subsidiaries of Biogen Inc. (“Biogen”) in which...more

Federal Whistleblower Laws Collide With The Attorney-Client Privilege: The Bio-Rad Case Study

Seyfarth Synopsis: Federal whistleblower laws collide with the in-house attorney-client privilege. The trial round goes to the whistleblower. The expected appellate round has still not been fought. In a February 7,...more

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

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

Business Litigation Alert: "Will Texas Change the Recovery of Attorneys' Fees in 2017?"

The general rule in Texas is that litigants must pay their own attorneys’ fees. Texas only allows the recovery of attorneys’ fees where it is authorized by statute, called for in the contract between the parties, or – in rare...more

Ex-GC Awarded $8 Million For Retaliatory Firing

A California federal jury awarded Sanford Wadler, former General Counsel of Bio-Rad Laboratories, $8 million for his claims against his former employer under the whistleblower provisions of Sarbanes-Oxley (SOX) and the...more

Delaware Court of Chancery Addresses Fee-Shifting Bylaws and Raises the Question of whether Fee-Shifting Could Be Plausible by a...

In 2015, the Delaware General Corporation Law (“DGCL”) was amended to prohibit Delaware corporations from adopting bylaws that imposed liability on a stockholder for the attorneys’ fees or expenses of the corporation or any...more

Shareholder Liability For Corporate Income Tax?

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

Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest

Welcome to another edition of Winter Case Notes in which I clear out my backlog of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who wish to...more

Protections afforded to Massachusetts' ancient burial grounds

See Charles E. Rounds, Jr., Protections Afforded to Massachusetts’ Ancient Burial Grounds, 73 Massachusetts Law Review176 (1988). Here is an external link to the article:...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

Recovery of Contractual Attorneys’ Fees for Tort and Contract Claims - Dismissing Contract Action May Mean Attorney’s Fee...

Dismissing Contract Action May Mean Attorney’s Fee Liability. Neeshat S. Khan v. Michael Shim - Court of Appeal, Sixth Appellate District (December 29, 2016) - Civil Code § 1717(b)(2) generally bars the award...more

Key Decision on Corporate Separateness – English High Court Decides Not to “impose liability in an indeterminate amount, for an...

In a highly anticipated judgment, the English High Court has ruled that Royal Dutch Shell (RDS), a holding company that is the ultimate parent of the Shell Group, does not owe a duty of care to residents of the Niger Delta in...more

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

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

Court of Appeals Grants Leave to Appeal in Partnership Dissolution Case

On January 10, 2016, the New York Court of Appeals decided to hear a case that has significant consequence in the field of partnership dissolution. The case, Congel v. Malfitano,[1] concerns the allegedly wrongful...more

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

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

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...

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

Court of Appeals to Decide Controversial Partnership Dissolution Case

In a controversial ruling last year in Congel v Malfitano, the Appellate Division, Second Department, affirmed and modified in part a post-trial judgment against a former 3.08% partner in a general partnership that owns an...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

Recent Cases Restrict Issuers' Ability to Avoid Paying Premiums

Indentures governing high yield and investment grade notes typically provide for a make-whole or other premium to be paid if the issuer redeems the underlying notes prior to maturity. The premiums are intended to compensate...more

9th Circuit Holds Insured vs. Insured Exclusion Applicable to Claims Brought by FDIC

In its recent decision in FDIC v. BancIsure, Inc., 2017 U.S. App. LEXIS 452 (Jan. 10, 2017), the United States Court of Appeals had occasion to consider the scope of an insured vs. insured exclusion in the context of...more

Solak v. Sarowitz et al., C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016) (Bouchard, C.)

In this opinion, the Court of Chancery held that Section 109(b) of the Delaware General Corporation Law (the “DGCL”) prohibits a bylaw shifting to a stockholder plaintiff the attorneys’ fees and other expenses incurred by the...more

Joint accounts - The new shield? - A case review on One Investment and Consultancy Limited and another v Cham Poh Meng (DBS Bank...

Although the sum involved was small, the High Court’s decision in One Investment and Consultancy Limited and another v Cham Poh Meng (DBS Bank Ltd, garnishee) [2016] SGHC 208 is one which would have a great impact in the area...more

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