Business Organization Civil Procedure

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:
News & Analysis as of

Second Circuit Holds That Minority Bondholders Cannot Avail Themselves of the Trust Indenture Act

While out-of-court restructurings can help companies in need, they can negatively impact minority bondholders. Minority bondholders displeased with out-of-court restructurings looked to a 2015 decision interpreting the Trust...more

Will In-House Attorneys Reach for their Whistles?

The news is full of stories about whistleblowers collecting millions from their former employers. Surely at least a few in-house lawyers fantasize about that kind of payday. After all, who knows better than an in-house...more

Georgia Tax Tribunal Issues Two New Decisions on Remote Seller Nexus and Georgia Tax Credit Elections

The Georgia Tax Tribunal, in its first published decisions in more than a year, held that: (1) Scholastic Book Clubs has nexus in Georgia and must collect sales tax; and (2) a taxpayer’s election of one tax credit for...more

Court Of Chancery Explains Class Distribution Procedures

Distributing the proceeds from a class action settlement is not as easy as you might think. Tracing ownership is complicated by the use of various intermediaries such as Cede & Co. This decision explains why that is so and...more

Court Of Chancery Explains When To Appoint Corporate Custodian

On the same day the Delaware Supreme Court affirmed the widely-reported TransPerfect decision, which ordered the sale of a successful company by custodian under Section 226 of the DGCL in order to break deadlock, the Court of...more

Ninth Circuit Says Ethics Policies Are “Inherently Aspirational,” and Violations Don’t Support Securities Fraud Claims, in Retail...

A senior officer’s violations of a corporation’s code of conduct do not give rise to a claim for violation of the federal securities laws—even where the corporation (including the officer himself) has touted the company’s...more

Effectively Defending Adversarial Actions Brought Against Former D&Os in Bankruptcy Court

When private equity investors, hedge funds, distressed asset funds, major shareholders or founders step up and take board positions to help guide or turnaround a troubled company, they often do so for all the right reasons....more

Court Of Chancery Limits Cost Recovery Following Successful Appeal

This decision explains what “costs” are recoverable under Court of Chancery Rule 54 following a successful appeal. While the amounts involved normally do not merit much discussion, the cost of bond for an appeal can be...more

Delaware Law Updates – Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master...

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more

Structuring Private Equity Deals in 2017: Considerations for Buyers While They Wait for the Sun Capital Appeals to Play Out

Sun Capital Partners III, LP v. New England Teamsters and Trucking Industry Pension Fund has been analyzed extensively over the past four years, as it has made its way from the US District Court for the District of...more

Decision on Unitary Group Stands after Michigan Supreme Court Chooses Not to Review

On January 24, 2017, the Michigan Supreme Court denied the application filed by the Michigan Department of Treasury (the "Department") for leave to appeal the Court of Appeals' published decision in LaBelle Management v...more

Court Declines to Issue Seizure Order under Defend Trade Secrets Act

As we previously reported, the federal Defend Trade Secrets Act (DTSA) enacted last May includes a powerful ex parte seizure proceeding that allows courts in “extraordinary circumstances” to order the seizure of property...more

Statistical Sampling in FCA Cases Remains Uncertain, But the Government’s Absolute Veto Power Regarding Settlements Gets Affirmed

While all hoped the Fourth Circuit would finally provide some clarity regarding the use of statistical sampling in False Claims Act (FCA) cases, Valentine’s Day 2017 yielded some surprising events for those awaiting the...more

Ninth Circuit Reaffirms Lozano, Holds Typicality Does Not Require Identical Injuries Among Class Members

The Ninth Circuit recently affirmed orders by the District Court for the Northern District of California certifying two national classes in an action under Racketeer Influenced and Corrupt Organizations Act (RICO), the Fair...more

Stockholder Merger Vote Sets High Bar for Post-Closing Claims

The Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings , 125 A.3d 304 (Del. 2015), reaffirmed the power of fully-informed, uncoerced, disinterested stockholder approval to immunize M&A transactions against...more

Revenge of the Whistle-blower: Possible Consequences of Compliance Failures

In a company with a robust compliance culture, potential whistleblowers can express their concerns without fear of retribution. By contrast, the penalty for a culture that silences whistleblowers just got steeper. Companies...more

Delaware Supreme Court Affirms Sanctions Award

The Supreme Court affirmed perhaps the largest award of attorney fees as a sanction for bad conduct in Delaware’s history in this very unusual decision. It is a good summary of when a Court may depart from the “American...more

Bio-Rad Stung by Nearly $8 Million Verdict in Whistleblower Lawsuit Brought by Former General Counsel

A jury recently found Bio-Rad Laboratories liable under the Sarbanes-Oxley Act and the Dodd-Frank Act for nearly $8 million in damages after the company’s alleged retaliatory firing of its former general counsel, Sanford...more

Ninth Circuit Holds That Rule Allowing Curing Debtors to Avoid Contractual Post-Default Interest Is No Longer Valid

The Ninth Circuit recently ruled that a Chapter 11 debtor could not avoid the payment of default interest under a promissory note as a condition to curing and reinstating such promissory note under a Chapter 11 plan. In...more

Delaware Supreme Court Affirms The TransPerfect Decision

The Supreme Court has affirmed the Court of Chancery decision that Section 226 of the DGCL permits the Court to appoint a custodian to sell a Delaware corporation when the board of directors and stockholders are deadlocked...more

Federal Whistleblower Laws Collide With The Attorney-Client Privilege: The Bio-Rad Case Study

Seyfarth Synopsis: Federal whistleblower laws collide with the in-house attorney-client privilege. The trial round goes to the whistleblower. The expected appellate round has still not been fought. In a February 7,...more

Be Careful What You Wish For, Part II: Would Companies Be Better Off Without the Fraud-on-the-Market Doctrine?

The villain in the fight against securities class actions is the fraud-on-the-market presumption of reliance established by the U.S. Supreme Court in 1988 in Basic Inc. v. Levinson, 485 U.S. 224 (1988). Without Basic, the...more

Shareholders Seeking Books and Records Must Demonstrate Credible Basis to Infer Wrongdoing

On February 2, 2017, the Delaware Court of Chancery reaffirmed that shareholders seeking to inspect the books and records of Delaware corporations must demonstrate a credible basis to infer corporate wrongdoing. Accusations...more

NJ Supreme Court Clarifies Standard for Member Expulsion under LLC Act

One of the features of the Revised Uniform Limited Liability Company Act (RULLCA) that has been adopted in Minnesota and many other states is that it allows for an LLC to expel a member by judicial order under certain...more

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

2,440 Results
|
View per page
Page: of 98

Follow Business Organization Updates on:

Popular Topics

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×