General Business Civil Procedure

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Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more

Did The Judge’s Ruling Truly Decimate The Defendant’s Contention?

Yesterday’s post concerned Justice M. Kathleen Butz’ recent holding in Yee v. Am. Nat’l Ins. Co., 2015 Cal. App. LEXIS 257 (Cal. Ct. App. 2015).  The case involved the California Controller’s attempt to examine the records of...more

Supreme Court To Decide California Arbitration Issue

On March 23, the U.S. Supreme Court granted certiorari in DirecTV, Inc. v. Imburgia, agreeing to resolve a split between the Ninth Circuit and California state courts on how to interpret the same DirecTV arbitration...more

Down in the Dumps: Court Refuses to Apply Pollution Exclusion in Landfill Seepage Case

Claims involving potential coverage for pollution liability pose unique challenges for insurers. In many cases, the polluting activity occurred decades ago and over a large span of time, with only a fraction of the activity...more

Supreme Court Clarifies Standard For Holding Issuers Liable Under The Securities Act Of 1933

In a highly-watched securities law decision, the United States Supreme Court yesterday ruled unanimously that opinion statements in public securities registration statements are not actionable under § 11 of the Securities...more

FRANCHISOR 101: Forum Selection Clause Held Enforceable

A federal court in Sacramento recently upheld a franchisor's forum selection clause and transferred an action brought by an area representative to the federal district court in the Western District of Texas....more

Reach Out And Designate Someone?

The seemingly staid world of retirement plan beneficiary designations was surprised by a recent federal appeals court decision suggesting that a new beneficiary could be designated by a telephone call. ...more

Appellate Court Confirms the Validity of Asymmetric Dispute Resolution Clauses

Dechert lawyers representing a major international bank in court proceedings in a number of regions in southern Russia with respect to claims to recover a total of about US$300 million in loan funds from the guarantors of a...more

Omnicare Opinion Expands Liability for Expressions of Opinion Under Section 11

The Supreme Court, in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. ___ (March 24, 2015), expanded the scope of liability for expressions of opinions under Section 11 of the...more

Litigation Alert: The Supreme Court’s Omnicare Decision Clarifies When an Opinion Stated in a Registration Statement Can Give Rise...

Overview - On March 24, 2015, the Supreme Court issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a highly anticipated case concerning the circumstances under which...more

IMHO, Omnicare Doesn’t Materially Change Opinion Disclosure

Today, the U.S. Supreme Court issued its anticipated Omnicare decision, which addresses the standard of liability applied to expressions of opinion in a registration statement for a public offering. While there will be...more

Plausibly Alleging Non-monetary Settlements as Reverse Payments After Actavis

In In re Lipitor Antitrust Litigation, No. 12 Civ. 2389 (D.N.J.), U.S. District Judge Peter G. Sheridan has confirmed his prior ruling that under the Supreme Court’s decisions in Twombly, Iqbal, and FTC v. Actavis, Inc., 133...more

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

Court Exclaims “Enough!” To Homeowner Who Kept Raising Wrongful Foreclosure Claims

“There are no free houses,” began the decision issued by the Court of Appeal on March 23, 2015 in Boyce v. T.D. Service Company (B255958). Examining three years of litigation in bankruptcy court, unlawful detainer court, and...more

Supreme Court Rules No Presumption of Lifetime Vesting of Retiree Health Benefits

The Supreme Court overturned the Sixth Circuit’s long-standing Yard-Man presumption, ruling that courts should apply ordinary contract principles to determine whether benefits have vested....more

"Omnicare Decision Clarifies Pleading Standard for Section 11 Claims Based on Statements of Opinion in Registration Statements"

In an opinion issued yesterday, the U.S. Supreme Court held in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund that an issuer may be held liable under Section 11 of the Securities Act of 1933...more

Dallas Appeals Court Renders Take-Nothing Judgment for Insurer in Construction Defect Case

In Dallas National Insurance Co. v. Calitex Corp., —S.W.3d—, 2015 WL 968308 (Tex. App.—Dallas Mar. 3, 2015, no pet. h.), the Dallas Court of Appeals reversed a trial court judgment finding coverage for almost $700,000 in...more

Delaware USDC Rejects Chapter 7 Trustee’s Request for Direct Appeal to Third Circuit

In the on-going saga of the Conex v. Car-Ber Testing, Inc. adversary proceeding Judge Leonard P. Stark, of the United States District Court for the District of Delaware, denied the Chapter 7 Trustee’s request to allow a...more

Federal Court Holds that Data Breach Plaintiffs Have No Standing Unless They Show Misuse

Storm v. Paytime, Inc. — a recent case decided by the U.S. District Court for the Middle District of Pennsylvania — gives companies that have suffered third-party data breaches another decision to support dismissing class...more

“Yeah, Well, That’s Just, Like, Your Opinion”:  Supreme Court Limits Securities Liability for Opinions in Omnicare

Echoing a famous epistemological observation from The Big Lebowski, the Supreme Court today rejected the argument, for the most part, that a statement of opinion stands on the same footing as a statement of fact.The Court...more

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

Federal Court Practice Update for Insurance Matters

Recent changes in the Federal Court of Australia will streamline how insurance matters are managed and heard by the Court. Specific judges will be allocated to hear insurance related cases within the national Commercial &...more

Court Strikes Expert Opinions, No Punishment Intended

Order Granting Takeda’s Motion to Strike, Takeda Pharmaceutical Co. LTD., et al., v. TWi Pharmaceuticals, Inc., Case No. 13-cv-02420-LHK (Judge Lucy H. Koh) - The Northern District Patent Local Rules are specifically...more

For Shareholder Inspection Demands, A Purpose Isn’t “Proper” When the Issue Has Already Been Decided

As we have previously discussed in prior posts, shareholder demands to inspect confidential corporate information are being made with increased frequency, and are forcing more and more companies to grapple with their legal...more

Omnicare: Section 11 Liability and Opinions

The Supreme Court defined the circumstances under which liability can be imposed for opinion statements under Securities Act Section 11. Specifically, the Court held that such liability could be imposed on two theories: One...more

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