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

Competition News - October 2017

by Dentons on

Prohibiting an authorized distributor from selling on a market place is not necessarily a hardcore restriction of competition - By a decree dated September 13, 2017, the French Supreme Court gave its support to brands...more

Internet of Things (IoT) Poses Information Governance Challenges for Organizations - Nextra Solutions

by Nexsen Pruet, PLLC on

The Internet of Things (“IoT”) seems to impact every aspect of life. IoT generally refers to computing devices embedded in everyday objects that collect data. From thermostats to driver-assisted cars, innumerable devices...more

Corporate Social Responsibility and the Rana Plaza Class Action

by Bennett Jones LLP on

On July 5, 2017, the Ontario Superior Court of Justice released a 129-page decision in the Rana Plaza class action (Das v George Weston Limited, 2017 ONSC 4129), a proposed class action brought in Ontario on behalf of...more

Court Holds That Attorneys Acted As An Escrow Agent And Could Be Sued For Breach Of Fiduciary Duty By A Non-Client

by Winstead PC on

In Alexander O&G, LLC v. Nomad Land & Energy Res., LLC, Nomad entered into a Purchase and Sale Agreement (“PSA”) with Alexander O&G, LLC (“AOG”) for the sale of oil and gas interests. No. H-16-2065, 2017 U.S. Dist. LEXIS...more

Reverse Veil Piercing: A Judgment Against You Can Become A Judgment Against Your Company

by Weintraub Tobin on

It happens all the time. A hard fought lawsuit results in a satisfying judgment. Then it comes time to collect and it turns out the judgment is worth no more than the paper it’s written on. For example, sometimes a party...more

Client Alert: Vendor Section 503(b)(9) Administrative Priority Claims: When Goods are Received is Critical

Debtors in Chapter 11 proceedings rarely pay unsecured creditors a meaningful dividend on prepetition accounts receivable balances, much less pay them in full. In an era of aggressive lending to place capital in the market,...more

Read This Case. Slap Your Head. Not Too Hard.

by Farrell Fritz, P.C. on

Having read thousands of court opinions during my 30+ years as a litigator, I’ve learned to assume that there are things going on beyond what can be gleaned from the court’s written decision, and that these hidden factors may...more

CJEU clarifies the treatment of non-full-function joint ventures under EU merger control law (Austria Asphalt)

by White & Case LLP on

On 7 September 2017, the Court of Justice of the European Union ("CJEU" or "Court") delivered its judgment following the Austrian Supreme Court's (Oberster Gerichtshof) request for a preliminary ruling, seeking clarification...more

It May Look Like Documentary Evidence, But Is It Under CPLR 3211(a)(1)?

by Farrell Fritz, P.C. on

CPLR 3211(a)(1) allows a defendant to seek dismissal of a complaint when the defense is “founded upon documentary evidence.” “Documentary evidence”, however, is not defined by the CPLR – leaving many practitioners in the dark...more

In A Post-Trial Opinion, Delaware Court Of Chancery Dismisses Breach Of Contract And Fiduciary Duty Claims For Lack Of Personal...

by Shearman & Sterling LLP on

On September 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed claims for breaches of contract and fiduciary duty brought by plaintiffs against a prospective business partner,...more

Safe harbour and ipso facto reforms pass through the Senate

by DLA Piper on

Another step has been taken towards the introduction of a safe harbour for directors of insolvent companies and limited stay on the operation of ipso facto clauses. Late on Monday evening, after some debate, the Senate passed...more

August 2017: Securities & Structured Finance Litigation Update

New York’s First Department Creates Split Authority on Inducement Claims by Guaranty Insurers, Weighs in on “Backstop” Claims in RMBS Suits. On May 16, 2017, the New York Appellate Division, First Department, issued a...more

Shareholder Activism Dealt a Blow in Australia's Federal Court

by Jones Day on

The Background: In RBC Investor Services Australia Nominees Pty Limited v Brickworks Limited [2017] FCA 756 (10 July 2017) ("Brickworks case"), a large institutional investor sought to dismantle a cross shareholding...more

My Company Can be Sued Where?: Supreme Court Resolves Some Questions of Where Businesses May Be Sued for Patent Infringement but...

by Smith Anderson on

After a long period in which the U.S. Supreme Court considered intellectual property issues only occasionally, the Court has frequently focused on intellectual property matters in recent years, reflecting the increasing...more

Business Litigation Reporter - August 2017

by Goodwin on

In This Issue - Though law firms have been handling litigation on behalf of corporate clients for decades, industrywide surveys continue to suggest that, in a significant portion of cases, these clients feel they are not...more

Punitive Damages in Mass Torts Cases: Outrageous and in Reckless Disregard of Fairness

by Reed Smith on

It was over 32 years ago that we graduated from the University of Chicago Law School. The three years in Hyde Park were a punishing experience. There was one class in particular when Prof. Richard Epstein used the Socratic...more

Tax Talk: Volume 10, Issue 2

by Morrison & Foerster LLP on

EDITOR’S NOTE - With the failure of health care legislation to “repeal and replace” the Affordable Care Act, eyes in Washington, D.C. are now turning to tax reform. Since Congress plans to take August off, any real tax...more

Court Of Chancery Upholds Claim Based On Low-Ball Self Tender

by Morris James LLP on

Buttonwood Tree Value Partners L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (July 24, 2017) - This an interesting decision because it upholds a claim that the controllers of a Delaware corporation breached their...more

Delaware Court Of Chancery Finds Demand Futility Where Plaintiff Adequately Alleged That Board's Approval Of Challenged...

by Shearman & Sterling LLP on

On August 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery denied a motion to dismiss a stockholder complaint asserting claims for breach of fiduciary duty against directors and executives...more

Delaware Supreme Court Decision Addresses Critical "Fair Value" Issues in Appraisal Litigation

On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more

Court Of Chancery Declines To Enforce Agreement To Negotiate

by Morris James LLP on

Windsor I LLC v. CWCapital Asset Management LLC, C.A. No. 12977-CB (Del. Ch. July 31, 2017) - In this decision, the Court of Chancery declines to enforce an agreement to negotiate, applying Maryland law. ...more

Corporate Investigations and White Collar Defense - July 2017

Supreme Court Limits SEC’s Disgorgement Power - Why it matters: On June 5, 2017, the Supreme Court held in Kokesh v. SEC that the five-year statute of limitations found in 28 U. S. C. §2462 with respect to actions for...more

2017 Mid-Year Securities Litigation and Enforcement Highlights

by BakerHostetler on

Welcome to the 2017 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. The purpose of this report is to provide a periodic survey – in addition to our Practice Team...more

Court Upholds Stockholder's Share Ownership and Books-and-Records Request

by Morris James LLP on

Companies often defend against stockholder requests to inspect books and records by contending that the plaintiff stockholder lacks a proper purpose or that his or her stated purpose is not the real purpose. Less common is a...more

Delaware Chancellor Urges Revision of Preclusion Principles in Derivative Actions

The Chancellor of Delaware’s Court of Chancery yesterday urged the Delaware Supreme Court to revise Delaware law on preclusion in shareholder derivative actions. The court’s July 25, 2017 decision in In re Wal-Mart Stores,...more

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