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

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

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

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

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

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

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

"Another Mutual Fund Adviser Prevails at Trial in Excessive Fee Litigation"

Following a four-day bench trial, Judge Renee Marie Bumb of the U.S. District Court for the District of New Jersey ruled in favor of an adviser on claims brought under Section 36(b) of the Investment Company Act by investors...more

SEC and Activist Investors Reach Settlement over Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

SEC Fines Broker-Dealer for Inadequate Information Barriers

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) on February 13, 2017, issued a cease and desist order (Order) and imposed a $100,000 civil penalty against broker-dealer Sidoti & Company, LLC (Broker-Dealer), to settle...more

A Fraud By Any Other Name: Seventh Circuit Holds That SLUSA Extends to Class Actions That Could Be Pursued Under Federal...

A divided panel of the Seventh Circuit recently held that the Securities Litigation Uniform Standards Act (“SLUSA”) requires any covered class action that “could have been pursued under federal securities law” to be brought...more

Yellow Flags Are Not Red Flags: Delaware Court of Chancery Rejects Caremark Claim in Reiter v. Fairbank

by Carlton Fields on

In October 2016, the Delaware Court of Chancery rejected a shareholder derivative lawsuit premised on an alleged lack of oversight by the directors of Capital One Financial Corp., Reiter v. Fairbank, C.A. No. 11693-CB, 2016...more

First Department Confirms Hedge Funds Did Not Act in Bad Faith and Affirms Multi-Million Dollar Judgment Against CDS Counterpart

In Good Hill Master Fund L.P. v. Deutsche Bank AG, No. 600858/10-2188B, 2017 BL 19363 (App. Div. 1st Dep’t Jan. 24, 2017), the First Department unanimously affirmed a judgment entered in the Commercial Division of over $90...more

Excalibur Litigation: Court of Appeal Confirms that Funders Will Be Put to the Sword

by White & Case LLP on

- In the recent decision of Excalibur Ventures v Texas Keystone and others, the Court of Appeal has provided important guidance on the extent to which third party funders may be required to pay the costs of a defendant who...more

Chris Lazarini Analyzes Right to Jury Under Section 4 of Federal Arbitration Act

by Bass, Berry & Sims PLC on

Bass, Berry & Sims Chris Lazarini analyzed a case outlining when a party is entitled to have a jury decide issues related to the making or enforceability of an arbitration agreement. ...more

FERC Enforcement Releases 2016 Annual Report

On November 17, 2016, the Federal Energy Regulatory Commission’s (FERC or “Commission”) Office of Enforcement (“Enforcement”) released its annual Report on Enforcement (the “2016 Report”). This year’s report is the 10th such...more

DOL Issues (Some) Additional Guidance on the Fiduciary Investment Advice Rule and Best Interest Contract Exemption

by Katten Muchin Rosenman LLP on

The US Department of Labor (DOL) has issued its first set of FAQs under the fiduciary investment advice rule (the “Rule”) and related prohibited transaction exemptions. In general, the Rule provides that parties providing...more

"Inside the Courts: An Update from Skadden Securities Litigators"

We are pleased to present Inside the Courts (Volume 8, Issue 4), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

Court Orders Parties to Retry Arbitration Seven Years After Award

by Bass, Berry & Sims PLC on

In 2008, Move, Inc., initiated a FINRA arbitration against Citigroup Global Markets, alleging that Citigroup improperly invested over $131 million of Move's assets in illiquid and unsuitable auction rate securities. The...more

The DOL Issues “Investment Advice” FAQs – Continues to Try to Find an Ideal Balance for the Brave New Fiduciary World

by Dechert LLP on

The U.S. Department of Labor (the “DOL”) released its first set of FAQs (the “FAQs”) regarding the DOL’s recently finalized “investment advice” regulation and various related exemptions (collectively, the “Final Rules”) on...more

"Department of Labor Issues Guidance on Conflicts of Interest Rule"

The Department of Labor (DOL) recently issued guidance on the Conflicts of Interest Rule it released earlier this year. The guidance, issued on October 27, 2016, is in the form of answers to frequently asked questions, which...more

Mutual Fund Sales by Intermediaries – Fall-Out from DOL Fiduciary Rule and FINRA Enforcement

by Dechert LLP on

Mutual fund sales and distribution arrangements are once again under review. It has been reported that fund intermediaries are re-examining their practices relating to sales charges, share class structures and product...more

AXA Prevails at First Post-Jones v. Harris Excessive Fee Trial

by Carlton Fields on

In its 2010 opinion in Jones v. Harris, L.P., the United States Supreme Court embraced the so-called Gartenberg standard for assessing an investment adviser’s fiduciary liability for excessive mutual fund fees under Section...more

Avoiding Lender Liability for Credit-Related Actions in California

by Snell & Wilmer on

Aside from general statutory prohibitions on lender discrimination, there are certain circumstances under California law in which lenders may be held liable for credit-related actions, such as negotiating or denying credit....more

Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: AXA Advisory and Administrative Fees Held Not to...

by Dechert LLP on

The U.S. District Court for the District of New Jersey issued its post-trial ruling on August 25, 2016 in Sivolella v. AXA Equitable Life Insurance Company—the first Section 36(b) trial decision since 2009. The Court...more

SEC Charges 71 Issuers under its Municipalities Continuing Disclosure Cooperation Initiative

by Cozen O'Connor on

On August 24, 2016, the Securities and Exchange Commission (SEC) announced enforcement actions against 71 municipal issuers and other obligated persons (collectively, the municipal issuers) under the SEC’s Municipalities...more

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