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In its recent decision in K2 Investment Group, LLP v. American Guarantee & Liability Ins. Co., 2013 N.Y. LEXIS 1461, 2013 NY Slip Op. 4270 (NY June 11, 2013), New York's Court of Appeals – New York’s highest court –...more
When selecting counsel to defend them against a securities class action, companies usually face the question of whether they want to hire attorneys from their regular outside corporate firm. Sometimes, companies will retain...more
The Delaware Supreme Court recently affirmed the lower court’s dismissal of a derivative and class action complaint against the general partner and other managers of a limited partnership because the plaintiff failed to...more
In Brecek & Young Advisors, Inc. v. Lloyds of London Syndicate 2003, ___F.3d ___, 2013 WL 1943338 (10th Cir. (Kan.) May 13, 2013), the United States Court of Appeals for the Tenth Circuit broadly applied the definition of...more
A breach of fiduciary duty by the Defendants resulted in a sweeping preliminary injunction in an Order entered by the Business Court last Friday, in Esposito v. Esposito....more
A decision issued yesterday by the Ninth Circuit Court of Appeals illustrates the peril that can inhere in offering a company stock alternative in a plan governed by the Employee Retirement Income Security Act (ERISA). ...more
Hiring outside legal counsel is an important decision for any company. Outside counsel may be needed to guide the business on an ongoing basis; or the business could be looking for an attorney to handle a single transaction...more
In this memorandum opinion, the Court of Chancery awarded the plaintiff substantial payments, pre-judgment interest and attorneys’ fees and costs. Plaintiffs, entities that managed and invested in a fund that owned...more
In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan...more
The SEC and Institutional Shareholder Services, Inc. (ISS) have settled public administrative and cease-and-desist proceedings initiated against ISS by the SEC alleging that ISS violated Section 204A of the Advisers Act by...more
Business Interruption Insurance Business Interruption Insurance (“BII”) is a form of commercial insurance coverage that provides limited but useful protection when a business is unable to continue normal operations or occupy...more
Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more
In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied...more
In its recent decision in State Farm Fire & Cas. Co. v. Anderson, 2013 U.S. Dist. LEXIS 57837 (S.D. Miss. Apr. 23, 2013), the United States District Court for the Southern District of Mississippi had occasion to consider...more
In Farkas v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, No. 12-1481, 2013 WL 1459248 (4th Cir. Apr 11, 2013), the Fourth Circuit Court of Appeals affirmed a decision that put teeth into the "in fact" exclusions of a...more
Fabutan: Renewal, Termination and the Duty of Good Faith - Background to the Dispute: Against the backdrop of a bitter family dispute, the Fabutan decision1 reinforces the maxim that business and family often do...more
In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more
This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more
In this memorandum opinion, the Court of Chancery denied a motion to dismiss derivative and direct claims filed by a shareholder of ICE Systems, Inc. (“ICE” or the “Company”) against the Company’s president, sole director and...more
In This Issue: - Conversation with a Community Banking Professional: Ginger Salt of First Community Bank - Are You Using Your Holding Company? - Shifting Winds? Two N.C. Courts Uphold Fiduciary Duty...more
In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by conducting an improper process and making inadequate disclosures in connection...more
This week we examine the unintentional creation of business partnerships, liability for obligations incurred after dissolution of a partnership, and take a look at partnership by estoppel. This is done through the context of...more
Originally published in Private Equity and Contract Law360 on February 20, 2013. Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more
Maryland remains one of the toughest jurisdictions for plaintiffs seeking to pierce the corporate veil and impose personal liability on corporate owners for contract debts. Maryland has long recognized an equitable claim to...more
In this case, a corporate successor, Central Trust Investment Company (hereafter also "Central Trust") sued the former employee (Kennedy) of its acquired company, Springfield Trust & Investment Company (hereafter also "STC"),...more
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