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Stay Ahead Of The Curve When Choosing Desired Tax Treatment

A foreigner starting business in the U.S. usually hires attorneys for visas, leases and licenses. The tax advisor comes later, when returns loom. This tendency is unfortunate because entering the U.S. starts the clock for...more

Hong King: Companies Ordinance 2014 and Directors' Duties

A new Companies Ordinance (CO) came into effect in Hong Kong on 3 March 2014, which introduced a number of changes to the law on directors’ duties. ...more

Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations...more

First Circuit Holds That AIG Must Defend Directors and Officers in FDIC Litigation

What you need to know: The United States First Circuit Court of Appeals recently held that an insured versus insured exclusion did not exempt AIG from advancing defense costs under a D&O policy in a suit brought...more

California’s RULLCA Impossible Pleading Requirement For Derivative Suits

California’s Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company. Failure to include these two...more

Arbitration Act 1996 Section 42: Neither a rubber stamp nor a licence to revisit

Section 42 of the Arbitration Act 1996 acts as an effective, although rarely used, mechanism to enforce a recalcitrant party to comply with an arbitrator's peremptory order. But how deep into the merits of a peremptory order...more

Delaware Supreme Court Tells Controlling Shareholders “If You Look Out For Your Minority, We’ll Look Out For You”

On March 14, 2014, the Delaware Supreme Court unanimously affirmed an important Delaware Court of Chancery decision issued in 2013 that offered a roadmap to companies and their directors on how to obtain the protections of...more

Proxies Unbundled: Recent SEC Guidance after Greenlight Capital v. Apple Case

Last year, Judge Sullivan in the U.S. District Court for the Southern District of New York issued a preliminary injunction in Greenlight Capital, L.P. v. Apple, Inc. enjoining the “bundling” of multiple proposals by Apple in...more

Update: Landmark Decision By Delaware's High Court Affirms Deferential Business Judgment Review For Controlling Stockholder...

Last summer, in our post titled Protecting Your Business Judgment: Recent Developments in Delaware Law on M&A Deals Involving Controlling Stockholders, we alerted you that two trial courts in the nation’s leading forum for...more

Kahn v. MF Worldwide Corp. The Delaware Supreme Court Affirms In re MFW Holding That a Going-Private Transaction May Gain the...

On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)...more

Delaware Supreme Court Affirms Criteria for Applying the Business Judgment Rule to Controlling Stockholder Going-Private...

In Kahn, et al. v. M & F Worldwide Corp., et al., 2014 WL 996270 (Del. Mar. 14, 2014), the Delaware Supreme Court unanimously affirmed that, when certain procedural safeguards are implemented at the outset of negotiations, a...more

M&F Worldwide: Delaware Supreme Court Upholds Business Judgment Review In Controlling Stockholder Transaction

When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more

The Impact of Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms That Business Judgment Review Applies to Properly...

In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously affirmed the Court of Chancery’s decision that the more deferential business judgment rule standard of review, rather than an entire fairness standard of...more

"Reliance by Directors: What’s a Conscientious Director to Do?"

An Issue Needing Attention - In its recent decision in In Re Rural Metro Corporation Stockholders Litigation, the Delaware Court of Chancery, in a footnote, touches on what it means for directors to be “fully...more

Klaassen v. Allegro Dev. Corp., No. 583, 2013 (Del. Mar. 14, 2014)

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a CEO’s claim asserting improper removal was equitable in nature and therefore, at most, voidable and subject to the equitable...more

Caspian Select Credit Master Fund Ltd. v. Key Plastics Corp., C.A. No. 8625-VCN (Del. Ch. Feb. 24, 2014) (Noble, V.C.)

In this letter opinion, the Court of Chancery granted plaintiff’s request for books and records pursuant to 8 Del. C. § 220. The stockholder plaintiff sought, among other things, to value its equity holding in Key Plastics...more

Illinois Court Holds Services Performed By Sub for Parent Comes Within E&O Policy

In its recent decision in Hilco Trading LLC v. Liberty Surplus Ins. Co., 2014 Ill. App. LEXIS (Ill. 1s Mar. 17, 2014), the Appellate Court of Illinois for had occasion to consider whether appraisals and evaluations prepared...more

Concurrent ‘Alter-Ego’ Claims: Oklahoma Leads the Nation in Extending Protection to Shareholders, Officers and Directors

During the past several years, practitioners have devoted significant attention to the fate of the Oklahoma Legislature’s efforts at, and the Oklahoma Supreme Court’s response to, legislative tort reform. However, few noticed...more

Illinois Supreme Court Reaffirms Forcible Entry Remedy, Reversing in Spanish Court Two Condominium

One of the two most anxiously awaited cases on the Illinois Supreme Court’s civil docket was handed down this morning, and it was a big win for Illinois condominium associations: a sharply divided Court reversed the...more

“Don’t tell me not to worry, and please don’t call me partner.”

How many websites and marketing materials have you seen that identify a company’s suppliers and other vendors as “partners”? Does this mean that the company actually intends to communicate that it has formed a legal...more

Yaiguaje v. Chevron: Blurring the Lines between Parents and Subsidiaries in Ontario

A recent ruling by Ontario’s highest court clarifying the law governing the enforcement of foreign judgments may turn Canada’s most populous province into an attractive forum for plaintiffs seeking to collect on judgments...more

10th Circuit Certifies Late Notice and Reporting Questions to Colorado Supreme Court

In its recent decision in Craft v. Philadelphia Indem. Ins. Co., 2014 U.S. App. LEXIS 2680 (Feb. 11, 2014), the United States Court of Appeals for the Tenth Circuit, applying Colorado law, had occasion to consider whether...more

Update Regarding Chevron Forum Selection Litigation: Chevron Requests Delaware Supreme Court Certification

As discussed below, on June 25, 2013, the Delaware Court of Chancery upheld the facial validity of forum selection bylaws unilaterally adopted by the boards of directors of Chevron Corporation and FedEx Corporation. In...more

California Tax Developments - A Reed Smith Quarterly Update (4th Quarter 2013)

Happy 2014! The start of the New Year invites a look back on highlights from the past year. In case you missed it, here’s a recap of what happened in the great Golden State during the last quarter of 2013....more

North Carolina Business Court Limits Unfair and Deceptive Trade Practice Claims Concerning Internal Corporate Matters

On January 28, 2014, the North Carolina Business Court dismissed an unfair and deceptive trade practice claim alleging that corporate directors structured the sale of a corporation in a manner that shortchanged its common...more

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