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Appeals Court Overturns Marblegate, Citing Analysis by Shearman & Sterling Partner

The law on debt restructurings and liability management is back to where it was. Yesterday, the Second Circuit Court of Appeals reversed the controversial District Court decisions in the Marblegate-Education Management...more

Brownstein Victory Demonstrates Value of Vigorously Challenging Materiality Allegations in Securities Fraud Trials

The materiality of misrepresentations and omissions in securities fraud litigation is a complex but critical issue. For several reasons, defendants sometimes give this element of a securities claim less at tention than it...more

To Be or Not To Be: The SEC Administrative Court — Are They Constitutional or Not

Seyfarth Synopsis: What, if any, steps the government will take to appeal the Tenth Circuit’s Bandimer’s decision remains to be seen. The government may elect to petition the entire Tenth Circuit to hear the case en banc. Or...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

Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations

In Solak v. Sarowitz, C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016), the Delaware Court of Chancery held that plaintiff stated a claim that a stock corporation’s fee-shifting bylaw was facially invalid under Section 109(b) of...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

Top 10 Business Divorce Cases of 2016

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...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

Timely Reminders to Avoid Inadvertent Tipping Liability

Just in time for the annual season of work holiday parties and family gatherings, the United States Supreme Court unanimously confirmed that leaking material non-public information to a close relative who then trades in...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

Global Warming: Court of Appeal Shows Openness to Global Classes

Class Action Case Update: The Ontario Court of Appeal's recent decision in Excalibur Special Opportunities LP v Schwartz Levitsky Feldman, 2016 ONCA 916 addresses when to assume jurisdiction in a global class action. ...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

Supreme Court Revisits Insider-Trading Liability

Salman reaffirms Dirks and holds that a “gift” of inside information to a trading relative or friend continues to meet the personal-benefit requirement. The Salman Prosecution - In 2011, Bassam Yacoub Salman was...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

The Supreme Court Reaffirms Dirks in Salman

On December 6th, the U.S. Supreme Court handed down its first major decision on insider trading in over 20 years, and affirmed the conviction of Bassam Salman for violations of Section 10(b) of the Securities Exchange Act of...more

Supreme Court Affirms That Pecuniary Benefit Not Required For Family Member Tips, But Declines to Address What Constitutes a...

Yesterday, the United States Supreme Court issued a unanimous, but narrow, ruling in Salman v. United States, regarding criminal tipper/tippee liability for insider trading, which the Supreme Court had not significantly...more

What is a personal benefit? US Supreme Court issues major insider trading decision - key takeaways

On December 6th, Yesterday, the Supreme Court issued its first insider trading decision in more than two decades, Salman v. United States. The decision clarified uncertainty in insider trading prosecutions that arose...more

Government Prevails in Significant Insider Trading Case

On December 6, 2016, the U.S. Supreme Court issued one of its most significant rulings on insider trading in recent years. In its ruling in Salman v. United States, the Supreme Court unanimously upheld Bassam Yacoub Salman’s...more

Supreme Court Opens Pathway To Increased Insider Trading Prosecutions

On Dec. 6, 2016, the U.S. Supreme Court issued its much-awaited decision in Salman v. United States, upholding a “friends and family” insider-trading conviction and effectively overruling the Second Circuit’s decision in...more

Unanimous Supreme Court Rejects Effort to Cut Back Insider Trading Liability

The U.S. Supreme Court earlier today rejected an attempt to cut back on liability for insider trading where people give inside tips to family members and friends. In Salman v. United States, the Court unanimously held that...more

The Supreme Court Reaffirms Dirks In Salman

The Supreme Court handed down its first decision on insider trading in years, affirming the conviction of Bassam Salman for insider trading in violation of Exchange Act Section 10(b). Salman v. United States, No. 15-628...more

The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin

In a recent article entitled “The Death of Merger Litigation?”, we wrote about the Delaware Court of Chancery’s increasing refusal to approve disclosure-only settlements in shareholder lawsuits challenging public company...more

First Circuit Strengthens “Traceability” Pleading Requirement for Section 11 Claims

A recent First Circuit decision raises the pleading bar for plaintiffs asserting violations of Section 11 of the Securities Act. Only would-be plaintiffs who acquired a security that is the direct subject of a prospectus and...more

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