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

Court Addresses Formation of Accidental Partnerships in Long-Awaited Enterprise v. Energy Transfer Appeal

by Locke Lord LLP on

The Dallas Court of Appeals yesterday issued its opinion in Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P. , in which the court reversed a judgment of more than $500,000,000 rendered after a jury...more

Third Circuit Holds That Statutes Of Limitation May Be Tolled By Books-And-Records Demands Under Delaware Law Despite Inquiry...

by Shearman & Sterling LLP on

On June 13, 2017, Chief Judge Smith of the United States Court of Appeals for the Third Circuit reversed in part the District Court’s dismissal of claims for breach of contract as untimely. Norman v. Elkin, No. 16-1924 (3d...more

Supreme Court Delivers A Decisive Blow To Forum Shoppers And Magnet Jurisdictions: The Court’s Bristol-Myers Opinion Further...

by Ellis & Winters LLP on

On June 19th, the United States Supreme Court issued an opinion that will have far reaching implications for mass manufacturers. The case is Bristol-Myers Squibb Company v. Superior Court of California (No. 16-466). The...more

Five on Friday – Five Recent Developments that We’ve Been Watching Closely - July 2017

It’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post includes: the U.S. Government’s amicus brief in Jesner v. Arab Bank; a...more

Capital Markets & Public Companies Quarterly: The Kokesh Decision’s Impact on SEC Enforcement

by McDermott Will & Emery on

The US Supreme Court’s decision in Kokesh v. Securities and Exchange Commission could have long-lasting implications for the SEC’s enforcement power. We discuss that decision and other developments from the second quarter of...more

Court Of Chancery Explains Stock Restriction Law

by Morris James LLP on

Henry v. Phixios Holdings Inc., C.A. No. 12504-VCMR (July 10, 2017) - This is the rare decision explaining when restrictions on stock transfers (permitted by Section 202 of the DGCL) can be enforced. While the statute...more

Federal Circuit Review - June 2017

by Knobbe Martens on

Inter Partes Reexamination Estoppel Attaches On Claim-by-Claim Basis for New Requests and Pending Proceedings - In In re Affinity Labs Of Texas, LLC, Appeal Nos. 2016-1092, 2016-1172, the Federal Circuit held that the...more

English Court Rejects Jersey Company Directors' Limitation Defence

by Sedgwick LLP on

Although the Jersey Courts have never ruled definitively on the limitation period applicable under Jersey law to claims against directors and officers of Jersey companies, the English High Court has recently held in the case...more

Delaware Law Updates - TransPerfect’s Controversial Business Divorce Continues, Illustrating The Need For LLC Operating Agreements

by McCarter & English, LLP on

Many have heard of the highly publicized litigation involving TransPerfect Global, Inc. ("TransPerfect" or the "Company"), a Delaware corporation and one of the world’s leading providers of translation and litigation support...more

Delaware Law Updates - Delaware Court Of Chancery Upholds Continuous Ownership Rule In Dismissing Derivative Claims Of...

by McCarter & English, LLP on

In re Massey Energy Co. Deriv. & Class Action Litig., C.A. No. 5430-CB (Del. Ch. May 4, 2017), Bouchard, C. – The Delaware Court of Chancery granted the defendants’ motion to dismiss the complaint based on the continuous...more

Commercial Division Flags Novel Issue of Reasonable Reliance In LLC Member Battle

In PMC Aviation 2012-1 LLC et al. v. Jet Midwest Group, LLC et al., No. 654047/2015, BL221447 (Sup. Ct. Jun. 21, 2017), Commercial Division Justice Shirley Kornreich denied a motion to dismiss a fraudulent inducement claim by...more

The Arbitrability of German Shareholder Resolutions: Limited Partnerships Now also Covered

by White & Case LLP on

The German Federal Court of Justice (Bundesgerichtshof – "BGH") recently clarified that disputes over the validity of a limited partnership's shareholder resolutions may be submitted to arbitration ("Arbitrability III"...more

Court Of Chancery Explains Interrelationship Of MLP Exculpation Clauses

by Morris James LLP on

Master limited partnership agreements typically provide protection for the general partner who engages in a self-dealing transaction with the MLP. This decision reviews the existing precedent on how to apply those provisions,...more

Alert: Supreme Court to Decide if State Courts Have Jurisdiction to Hear IPO Litigation

by Cooley LLP on

On June 27, 2017, the Supreme Court granted a writ of certiorari in Cyan, Inc. v. Beaver County Employees Retirement Fund, Case No. 15-1439 (Cyan), to decide whether state courts have subject matter jurisdiction over class...more

Supreme Court Tightens Personal Jurisdiction Requirements

by Benesch on

Determining whether a nonresident defendant is subject to a forum state’s jurisdiction became clearer on June 19, 2017, when the United States Supreme Court announced its decision in Bristol-Myers Squibb Co. v. Superior Court...more

Delaware Court Of Chancery Identifies Fiduciary Duty Constraints On Preferred Equity

by Cole Schotz on

A recent decision of the Delaware Court of Chancery (the “Court”) places certain fiduciary constraints on a company’s ability to satisfy its obligations to its preferred equity holders. While investors often seek to acquire...more

The Long Arm of U.S. Sanctions: Penalty Imposed Against Canadian Subsidiary of U.S. Subsidiary of Japanese Company

by Bass, Berry & Sims PLC on

On June 8, the Office of Foreign Assets Control (OFAC) announced a monetary penalty against American Honda Finance Corporation (American Honda) for alleged violations of the Cuban Assets Control Regulations (CACR), the...more

The Federal Circuit Grapples With a Messy Breakup and Trademark Ownership

by Dorsey & Whitney LLP on

Last week, the U.S. Court of Appeals for the Federal Circuit provided important guidance on the standard applicable to resolving disputes over the rightful ownership of a trademark where the mark has been used by a group of...more

Projects Disputes in Australia: Recent Cases

by Jones Day on

Since late last year, there have been several major decisions from Australia's highest courts on important issues for stakeholders in the construction, mining and infrastructure industries. Below, we provide a summary. Some...more

Standing in the Shoes of a Suspended Corporation under California Law

A California Court of Appeal recently provided a reminder that under Code of Civil Procedure § 368, assignment of a right to recover money or other personal property (“a thing in action”) is subject to any defense existing at...more

Sections 204 And 205 Of The DGCL Cannot Remedy Unauthorized Corporate Acts

by Fox Rothschild LLP on

In a matter of first impression, the Court of Chancery considered whether an “unauthorized” act–one that the majority of stockholders entitled to vote deliberately declined to authorize–but that the corporation nevertheless...more

Chancery Appraises Corporation Below Merger Price Due To Synergies

by Fox Rothschild LLP on

In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group,...more

Deal Price Upheld By Chancery In Petsmart Inc. Appraisal Action

by Fox Rothschild LLP on

In the recent PetSmart, Inc. appraisal proceeding, styled as In re Appraisal of PetSmart Inc., C.A. No. 10782-VCS (Del. Ch. May 26, 2017), the Delaware Court of Chancery found the deal price to be the fair value of PetSmart,...more

Delaware Law Updates – Delaware Court Of Chancery Affirms Fraud Exception To Parties’ Contractual Allocation of Risk

by McCarter & English, LLP on

EMSI Acquisition, Inc. v. Contrarian Funds, LLC, et al., C.A. No. 12468-VCS (Del. Ch. May 3, 2017), Slights, V.C. The Delaware Court of Chancery honored the well-settled policy against fraud and its limitation on parties’...more

Court Of Chancery Upholds Deal Price As Fair Value In Appraisal Case

by Morris James LLP on

The Court of Chancery continues to wrestle with the issue of when the negotiated deal price represents "fair value" in an appraisal case. Here, serious problems with the management projections led the Court to reject a...more

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