General Business Securities Civil Procedure

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Massachusetts Federal Court Denies Motion to Dismiss Insider Trading Indictment

The US District Court of Massachusetts in U.S. v. McPhail, et. al., Case No. 1:14-cr-10201, 2015 WL 2226249 (D. Mass. May 12, 2015), denied the defendants’ motion to dismiss an insider trading indictment in the wake of the...more

Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P., C.A. No. 9813-CB (Del. Ch. Apr. 24, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a request for specific performance requiring a party to a stock purchase agreement to submit a dispute over accounting methodology relating to the calculation of net...more

The Supreme Court of New Jersey Defines a “Successful Claimant” Under New Jersey Court Rule 4:42-9(a)(6) for Fee-Shifting in...

The Supreme Court of New Jersey recently issued a significant pro-policyholder decision regarding fee-shifting under the New Jersey Court Rules. Under Rule 4:42-9(a)(6), courts may award attorneys’ fees in “an action upon a...more

Delaware Chancery Awards Attorneys’ Fees Without Finding Damages

In In re Nine Systems Corporation Shareholders Litigation, the Delaware Court of Chancery awarded the plaintiff attorneys’ fees even though the court previously declined to award plaintiff damages for the defendants’ breach...more

Northstar v. Schwab: The Ninth Circuit’s End Run Around Derivative Lawsuits in the Mutual Fund Context

It is well recognized that only investors have standing to sue a mutual fund on behalf of a class of investors and that a fiduciary duty claim accusing fund trustees of mismanagement is the property of the fund, and not of...more

Blink and You’ll Miss It: In Lanier v. BATS Exchange, Inc., the Southern District of New York Dismisses Case Alleging Damages as a...

In the blink of an eye, high-frequency trading systems can engage in a staggering number of securities transactions. The subject of Michael Lewis’s popular book, Flash Boys, high-frequency traders seek to maximize profits by...more

Life Partners, Et Al. V. Arnold Et Al.; Texas Supreme Court Confirms Fractionalized Life Settlement Interests Sold To Texas...

The ruling – On May 8, 2015, the Texas Supreme Court, in Life Partners, Inc., et al. v. Michael Arnold, et al., case number 14-1022, unanimously affirmed two Texas state appellate court decisions and concluded that...more

Section 16(b) Decision Provides Important Guidance

A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “short-swing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged...more

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more

Locke Lord QuickStudy: Rights of Creditors and Duties of Directors of Insolvent Delaware Entities Clarified

When companies are in financial distress the question arises as to what rights shift to creditors from shareholders or other equity owners. The Delaware Chancery Court recently addressed this issue in some detail in Quadrant...more

Having it Both Ways: Does the SEC’s Enforcement Division Guidance on Forum Selection Do Anything More Than Foreshadow Increased...

Earlier this month, the SEC’s Enforcement Division issued its “Approach to Forum Selection in Contested Actions.” This guidance comes at a time of heightened criticism regarding the SEC’s increasing reliance on administrative...more

US Bank and Bank of America Prevail on Motions to Dismiss

On May 18, 2015, Judge Katherine Forrest of the United States District Court for the Southern District of New York dismissed claims in two suits brought by private investors and the National Credit Union Association,...more

Tools to Defend Against Securities Litigation Arising out of Cross-Border M&A Transactions

Litigation following a merger involving publicly traded companies has become so commonplace in recent years that shareholder lawsuits challenging proposed mergers and acquisitions are frequently (and begrudgingly) referred to...more

Court Enters $806 Million Judgment in FHFA v. Nomura

On May 16, 2015, Judge Denise Cote of the United States District Court for the Southern District of New York entered a judgment requiring Nomura and RBS to buy back, at a total cost of $806 million, seven RMBS certificates...more

Corporate & Financial Weekly Digest - Volume X, Issue 20

In this issue: - Section 16(b) Decision Provides Important Guidance - FINRA Requests Comment on Proposed Amendments to Rules Governing Communications With the Public - Form BE-10 Filing Deadline...more

Doing The Math On Delaware Derivative Settlements

Last Friday, Delaware lawyer Francis G.X. Pileggi wrote about Vice Chancellor J. Travis Laster’s recent decision to award more than $72 million in attorneys fees in costs in connection with the settlement of a derivative...more

Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both

When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate...more

Fee-Shifting Prohibition Clears a Hurdle

Last week, the Delaware Senate, in response to a prior Delaware Supreme Court ruling, voted to approve legislation that would prohibit corporations from adopting charter or bylaw provisions that shift a corporation’s legal...more

Delaware Supreme Court Clarifies That Section 102(b)(7) Charter Provisions May Be Basis For Dismissal At The Pleading Stage In...

On May 14, 2015, the Delaware Supreme Court clarified that, even in conflict-of-interest transactions subject to "entire fairness" review, breach of fiduciary duty claims against independent, disinterested directors should be...more

Assembly Committee Seeks To Fix Securities Fraud Statute

Readers of this blog will know be familiar with my criticism of the 2013 amendment of California’s basic securities fraud statute, Corporations Code Section 25401. See California Creates Complete Chaos By Rewriting...more

Supreme Court Clarifies When Independent Directors May Be Dismissed From Case

This important Supreme Court decision clarifies when independent, disinterested directors may be dismissed from litigation, even when an interested transaction is under attack. When the complaint only alleges a breach of the...more

Delaware Supreme Court Confirms Exculpatory Clauses Have Teeth, and Can Be Used By Director Defendants At The Pleading Stage

In a decision with important implications for directors of public companies, the Delaware Supreme Court overturned two Chancery Court opinions and ruled that independent directors facing breach of duty of care claims arising...more

An Exercise of Business Judgment: Chancery Court Dismisses Shareholder Derivative Demand-Refused Case

Last week, Vice Chancellor Glasscock released an important decision dismissing a case under Rule 23.1 that was brought by a DuPont shareholder who alleged that the board improperly refused a demand to sue DuPont’s officers...more

SEC Enforcement Division Issues Guidance on Venue Selection

Respondents in SEC enforcement actions increasingly will litigate a wide array of matters in administrative proceedings, rather than having their day in federal district court. In the wake of significant public...more

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