General Business Securities Civil Procedure

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Delaware Chancery Court Applies Entire Fairness Standard to Consulting Agreement Among Affiliates of a Controlling Shareholder

In the recent decision of In re EZCORP Inc. Consulting Agreement Derivative Litigation, C.A. No. 9962-VCL (Jan. 25, 2016), the Delaware Court of Chancery clarified the standard of review when faced with shareholder challenges...more

Maryland Appellate Court Clarifies Applicability of Business Judgment Rule for Board Responding to Shareholder Demand

The Maryland Court of Special Appeals recently ruled in Oliveira v. Sugarman, -- A.3d --, 2016 WL 361055 (2016), that a Maryland board's rejection of a shareholder demand is subject to the presumption of the business judgment...more

FDIC Announces RMBS-Related Settlement with New York-Based Financial Institution

On February 2, the FDIC announced a settlement for more than $62 million with a New York-based financial institution to resolve “federal and state securities law claims based on misrepresentations in the offering documents...more

Germany-Based Software Company Settles Bribery Case with SEC for $3.7 Million

On February 1, the SEC agreed to a $3.7 million settlement with a Germany-based software company regarding allegations that it violated the FCPA regarding the payment and offer of bribes to senior Panamanian government...more

Morgan Stanley Settles RMBS Litigation with FDIC for $63M

On January 29, Morgan Stanley and the Federal Deposit Insurance Corporation agreed to settle five suits encompassing state and federal claims alleging that Morgan Stanley made misrepresentations in offering residential...more

California-Based Pharmaceutical Company Settles with SEC Regarding FCPA Offenses in China

On February 4, the SEC settled FCPA allegations with a California-based pharmaceutical company with a cease and desist order finding that the company violated the FCPA’s anti-bribery, books and records, and internal controls...more

Judge Mostly Denies Deutsche Bank National Trust Co.’s Motion to Dismiss in RMBS Class Action

On February 3, Judge Alison Nathan of the United States District Court for the Southern District of New York largely denied Deutsche Bank National Trust Co.’s (the “Trustee’s”) motion to dismiss in a proposed class action...more

US Equipment Leasing and Finance Legal Update – January 2016

Welcome to the inaugural issue of JMBM’s US Equipment Leasing and Finance Legal Update. My goal is to alert our clients and friends of legal developments that may affect their equipment leasing and finance transactions in the...more

Getting By With a Little Help From Friends: United States Supreme Court to Clarify Insider Trading Liability in Tipping Cases

On January 19, 2016, the United States Supreme Court granted certiorari in United States v. Salman, in which the Ninth Circuit Court of Appeals held that the government may prove a “personal benefit” to a tipper of inside...more

In Trulia, Chancery Court Continues Crack Down on Disclosure-Only Settlements

It's a familiar story in M&A transactions. A merger is announced and, within days, the plaintiffs' bar scrambles to file suits on behalf of the selling company's stockholders, alleging that the seller's board agreed to an...more

M&A Litigation Update: Delaware Chancery Court Delivers Devastating Blow to Disclosure Settlements

A new decision makes clear that parties should no longer expect the Delaware Court of Chancery to approve broad settlements of M&A class actions based on supplemental proxy disclosures. Chancellor Andre Bouchard issued a...more

Court Of Chancery Applies Entire Fairness To Controller Contract

This is an important and useful decision for at least two reasons. First, the Court carefully analyzes past Delaware precedent to conclude that the entire fairness test applies not just to squeeze-out mergers, but also to...more

Claims Against RMBS Trustees Dismissed

On January 19, Judge Richard Berman of the Southern District of New York dismissed, for lack of jurisdiction, the vast majority of claims asserted against Deutsche Bank and Wells Fargo in their respective capacities as RMBS...more

Supreme Court Decides to Weigh In on Personal Benefit Test

Last week, the Supreme Court agreed to hear an appeal that may resolve ambiguities in the law of insider trading that have arisen in the wake of the Second Circuit’s opinion in United States v. Newman, 773 F.3d 438 (2d Cir....more

Court of Appeal overturns decision in Titan 2006-3 v Colliers in finding that valuer in CMBS structure was not negligent - Court...

In the last edition of Banking Disputes Quarterly, we reported that the Court of Appeal was due to consider the Commercial Court's ruling in Titan Europe 2006-3 plc v Colliers International UK plc [2015] EWCA Civ 1083. The...more

Disclosure Settlement Rejected in Trulia Merger Litigation

Chancellor Bouchard of the Delaware Court of Chancery rejected a disclosure settlement in In Re Trulia, Inc. Stockholder Litigation. The Chancellor concluded the terms of the proposed settlement were not fair or reasonable...more

Court Of Chancery Explores The Effect Of Federal Settlements On A Delaware Action And Applies Unocal To Bylaw Amendments

First, the Court explores the effect settlement agreements in two federal court actions might have on claims in a Delaware action. The decision holds that the settlements did not release the Delaware plaintiffs’ derivative...more

The Supreme Court

The Supreme Court of the United States issued decisions in four cases today: Campbell-Ewald v. Gomez, No. 14-857: Respondent Jose Gomez received Navy recruitment text messages without his consent. He filed a nationwide...more

Second Circuit Seeks Guidance from Delaware on Direct Shareholder Lawsuits for Holding Stock Based on Alleged Misstatements

May former stockholders who allege they were damaged by holding stock of a company, because of fraudulent and negligent misrepresentations about the company’s financial status, sue the company directly versus in a derivative...more

UPDATE: Challenges to Standing of Petrobras Opt-Out Plaintiffs Denied

As a follow-up to our October 15 discussion about challenges to the standing of certain opt-out plaintiffs in the In re Petrobras Securities Litigation, No. 14-cv-9662 (S.D.N.Y.) consolidated litigation, Judge Rakoff has...more

Arbitration Provision Which Completely Prohibited Any Discovery Enforced By NC Business court.

I don't draft arbitration provisions in agreements, but if I did I would not draft one like the one in Taggart v. Physicians Pharmacy Alliance, Inc. Not because it turned out to be unenforceable, but because it was found to...more

SDNY Dismisses Silver Monopolization Lawsuit but Leaves Door Open for Future Antitrust Suits Concerning Manipulations in the...

On January 12, 2016, Judge Engelmayer of the Southern District of New York dismissed a lawsuit against JP Morgan which alleged the bank (and some of its subsidiaries) monopolized silver futures spread trading in late 2010 and...more

New York Appellate Court Affirms Motion to Dismiss RMBS Complaint Against Morgan Stanley

On January 12, 2016, the Appellate Division, First Department, of the New York State Supreme Court affirmed a trial court order granting Morgan Stanley’s motion to dismiss claims brought by Dexia SA’s subsidiary FSA Asset...more

Supreme Court Declines to Hear NECA-IBEW Pension Trust Fund v. Lewis

On January 11, 2016, the United States Supreme Court denied the petition for writ of certiorari filed October 29, 2015, by Plaintiff/Appellant NECA-IBEW Pension Trust Fund in its case against Bank of America, its former CEO...more

Forum Shopping No More? Oregon Joins Delaware in Upholding Exclusive Forum Bylaw Provision

On December 10, 2015, the Oregon Supreme Court held that an exclusive forum bylaw provision adopted unilaterally by a Delaware company’s board was a valid and enforceable contractual forum selection clause.  Importantly, the...more

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