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General Business Business Torts

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

No Use Crying Over Settled Claims?: Second Circuit Affirms Approval of Dairy Farmers’ Settlement

This week, the Second Circuit affirmed the approval of a $50 million agreement settling price-fixing claims brought by a class of farmers against a dairy cooperative and a dairy marketing company. The settlement in Allen et...more

Withdraw a Dissolution Claim? Not So Fast

by Farrell Fritz, P.C. on

Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more

Formalize your arrangements, don't rely on a love affair

by Hogan Lovells on

The question of how willing the court is to impose fiduciary duties on a person informally involved in a company has, to an extent, been answered by the case of Karla Otto Ltd v Bulent Eren Bayram (24 February 2017). Such...more

Is There A "Secret Rule" In The NC Business Court Regarding Motions To Compel?

by Brooks Pierce on

Thinking of filing a Motion to Compel in the NC Business Court? You might want to file it before the close of the discovery period, even though there is no Business Court Rule establishing a deadline for doing so....more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

McGill v. Citibank and Arbitration Agreements

On Thursday, April 7, 2017, in McGill v. Citibank, the California Supreme Court held that a pre-dispute arbitration agreement that waives the right to seek public injunctive relief is contrary to public policy and thus...more

Navigating Yates Memo Minefield and Broadening of Excess Side-A DIC D&O Insurance Policies

by Perkins Coie on

Former Deputy Attorney General Sally Yates issued a memorandum (the Yates Memo) in September 2015 setting forth guidance on how the U.S. Department of Justice would handle future corporate investigations and, to the extent...more

Business Divorce Nation: Five States, Five Cases

by Farrell Fritz, P.C. on

It’s true that the statutory and common-law rules at play in business divorce cases can vary widely from state to state. But it’s also true that court decisions in one state can influence courts in other states, and can...more

Court of Cassation confirms proceedings to set aside Dubai-seated awards cannot be commenced by the debtor

by DLA Piper on

In a recent decision, the Dubai Court of Cassation (CoC) has confirmed that an award debtor is not entitled to apply to set aside an onshore Dubai arbitral award unless the award creditor has first applied to ratify and/or...more

It Doesn't Take Magic Words To Revoke An Offer

by Brooks Pierce on

The lawyers in Baker v. Bowden, 2017 NCBC 30, decided this week by Judge Robinson, were negotiating a settlement agreement by email. The Plaintiff thought that it had a deal. ...more

Fraud and Fraudulent Conveyance Claims for $686 Million Allowed To Proceed Against Hedge Fund in Long-Running Dispute over Failed...

On March 13, 2017, Justice Marcy Friedman of the New York Commercial Division denied a motion for summary judgment seeking to dismiss claims of fraud, breach of the covenant of good faith and fair dealing, and fraudulent...more

4 Business Cases to Follow in the Supreme Court’s Spring Term

by Bennett Jones LLP on

The Supreme Court of Canada’s spring term begins on April 18. This term has a lot of interesting criminal cases, but only a few that may be interesting to the business community...more

Court Of Chancery Denies Corwin Defense

by Morris James LLP on

This is a significant decision because it is the first to find that a stockholder vote did not invoke business judgment review under Corwin because the vote was coerced and not fully informed. Under Corwin, a transaction...more

Appellate Group News: 2016 Year In Review

by Murtha Cullina on

The Appellate Practice Group of Murtha Cullina is regularly trusted to handle appeals by trial counsel within and outside the firm, as well as individuals and institutional clients. We are grateful for these opportunities and...more

Delaware Supreme Court Determines "Reasonable Best Efforts" Provisions Impose Affirmative Obligations, But Affirms Chancery...

by Shearman & Sterling LLP on

On March 23, 2017, the Supreme Court of Delaware affirmed the Court of Chancery’s denial of an injunction sought by plaintiff The Williams Companies, Inc. to prevent defendant Energy Transfer Equity, L.P. from terminating a...more

A Key Difference Between the DTSA and UTSA: “Continued Misappropriation” Continues to be a Viable Claim

by Fisher Phillips on

The Defend Trade Secrets Act (“DTSA”), unapologetically, was modeled after the Uniform Trade Secrets Act (“UTSA”) in many respects. For background, the DTSA is the federal statute, enacted in 2016, that creates a federal...more

Alien Tort Case Development: The U.S. Supreme Court Will Review the Question of Corporate Liability

On Monday, April 3, the U.S. Supreme Court granted a petition for a writ of certiorari filed by plaintiffs in Jesner v. Arab Bank, No. 16-499. The case may once and for all determine whether companies are appropriate...more

Court Held That Company’s Employee Did Not Owe Fiduciary Duty To Vendor

by Winstead PC on

In E-Learning LLC v. AT&T Corp., the plaintiff provided computer software services to the defendant. No. 04-16-00291-CV, 2017 Tex. App. LEXIS 1726 (Tex. App.—San Antonio 2017, no pet. history). Beginning in 2010, the parties...more

Watch for the Fox in Your Henhouse: Gig Companies at Risk

by Fisher Phillips on

Intellectual property threats (IPT) to companies participating in the gig economy may be greater than those experienced by traditional business. While this may seem self-evident to some, reflection on the matter confirms to...more

First Published Opinion From New Business Court Judge Conrad

by Brooks Pierce on

Business Court Judges don't have to issue written Opinions in cases granting Preliminary Injunctions. (G.S. § 7A-45.3 limits the obligation to issue a written Opinion to rulings rendered per NCRCP 12, 56, 59, and 60). ...more

Delaware Supreme Court Reverses Dismissal Of LPA Breach Claims, Holding General Exculpatory Provisions Did Not Preclude Claims For...

by Shearman & Sterling LLP on

On March 20, 2017, the Supreme Court of Delaware reversed the Court of Chancery’s dismissal of a lawsuit challenging a transaction between affiliated entities. Brinckerhoff v. Enbridge Energy Co., No. 273, 2016 (Del. Mar....more

Chris Lazarini Comments on Covenant of Good Faith and Fair Dealing

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini commented on a case in which the plaintiff claimed Merrill Lynch acted improperly in selling shares held as collateral for a loan when plaintiff had not defaulted on the loan. The...more

A Common Interest Agreement May Not Be Worth the Paper It’s Written On

by Wilson Elser on

It is a very common practice for counsel to co-defendants or co-plaintiffs to enter into agreements that shield their communications. The agreements are expressions of intent that the communications will be protected by the...more

Breach of Fiduciary Duty (and Related) Claims Are Not Easily Defeated: A Case Study in Motions for Judgment on the Pleadings

by Robins Kaplan LLP on

Just what must be alleged for claims for breach of fiduciary duty to proceed past initial pleadings and into meaningful fact development? In a recent decision, the United States Bankruptcy Court for the Eastern District of...more

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

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