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Day 14 of 30 Days to a Better Compliance Program-Design of Your Compliance Training Program [Video]

For compliance training to be effective its needs to risk-based in its focus. This means employees with highest risk of exposure to bribery and corruption need to receive the highest levels of training and refreshers. From...more

Solak v. Sarowitz et al., C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016) (Bouchard, C.)

In this opinion, the Court of Chancery held that Section 109(b) of the Delaware General Corporation Law (the “DGCL”) prohibits a bylaw shifting to a stockholder plaintiff the attorneys’ fees and other expenses incurred by the...more

"Delaware Supreme Court Addresses Limited Partnership Drop-Down Transactions and Conflicts Committees"

The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more

I.A.T.S.E. Local No. One Pension Fund v. General Electric Company, C.A. No. 11893-VCG (Del. Ch. Dec. 6, 2016) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery rejected defendants’ argument that certain fiduciary duty claims asserted by a pension fund with respect to a squeeze out merger adhered to the stock received as consideration...more

IAC Search, LLC v. Conversant LLC, C.A. No. 11774-CB (Del. Ch. Nov. 30, 2016) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery dismissed pursuant to Rule 12(b)(6) Plaintiff IAC Search, LLC’s (“IAC”) claim against Defendant Conversant LLC, formerly known as ValueClick, Inc. (“ValueClick”), that it...more

Investor’s Relocation to New York after Structuring a Financing Deal in Hong Kong Does Not Provide a Basis for Suit Against Swiss...

In Ace Decade Holdings Ltd. v. UBS AG, No. 653316/2015, 2016 BL 413780 (N.Y. Sup. Ct. Dec. 7, 2016), Justice Eileen Bransten of the Commercial Division dismissed a $500 million fraud suit brought by an investment holding...more

Delaware Supreme Court Provides Guidance on Director Independence

Seyfarth Synopsis: The Delaware Supreme Court recently reversed the dismissal of a derivative complaint for failure to plead demand excusal because it found that certain directors of Zynga Inc. were not independent due to...more

Going After the (Little) Bad Guys: SEC Announces More Actions Against Penny Stock Gatekeepers

The SEC last week announced that it has sanctioned several market participants in the penny stock industry, including attorneys who wrote offering documents as well as stock transfer agents, for their roles in various sham...more

"Delaware Supreme Court Rules on Director Independence"

The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Home Depot Data Breach Derivative Suit Sent Home

Judge Thomas W. Thrash Jr. of the U.S. District Court of Georgia permanently shelved a derivative suit brought by shareholders of Home Depot. Home Depot is a multinational home improvement retailer. In September, 2014,...more

CLIENT ALERT: Delaware Supreme Court Relaxes Inquiry into Director Independence in Demand Futility Context

Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016). In this en banc majority opinion, the Delaware Supreme Court signaled that, at least in the context of a demand futility analysis involving a corporation with a...more

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...more

Delaware Court of Chancery Dismisses Derivative Suits Alleging Directors Wrongfully Refused Litigation Demands

Seyfarth Synopsis: On November 30, 2016, The Delaware Court of Chancery dismissed two derivative suits filed on behalf of the Bank of New York Mellon (“BNYM”). The companion memorandum and letter opinions reaffirm the heavy...more

Chris Lazarini Provides Insight on Standards Applied to Pro Se Litigants

Bass, Berry & Sims attorney Chris Lazarini provided insight on a case revealing that while less stringent standards are often applied to pro se litigants, courts still should require them to adhere to the procedural rules....more

"Plaintiffs Facing Headwinds in Pending Mutual Fund Fee Litigation"

With the first-filed cases at or near completion, the results are not looking good for the plaintiffs in the latest wave of mutual fund fee litigation. Defendants prevailed after trial in one of those cases and achieved...more

Supreme Court of Canada Revisits Oppression

A corporation's failure to follow legal formalities under the Canada Business Corporations Act, RSC 1985 c C-44 [CBCA] does not, by itself, establish oppression, the Supreme Court recently held in Mennillo v Intramodal inc.,...more

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

"Forward Momentum: Trulia Continues to Impact Resolution of Deal Litigation in Delaware and Beyond"

Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

"Two Court of Chancery Deal Litigation Decisions Provide Helpful Guidance"

Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more

"Inside the Courts: An Update from Skadden Securities Litigators"

We are pleased to present Inside the Courts (Volume 8, Issue 4), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

Chris Lazarini Comments on Application of Manifest Disregard of the Law

Bass, Berry & Sims attorney Chris Lazarini commented on a case in which a former trader fraudulently purchased $1 billion in Apple shares that ultimately forced the closure of the trader's firm, Rochdale Securities. Rochdale...more

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

Thoughts on the DOL Fiduciary Rule Q&A

The Department of Labor (DOL) issues the first of a few Q&As to help with financial advisors to cope with meeting the requirements of the new fiduciary rule coming down the pike in April....more

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