Securities Civil Remedies Civil Procedure

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Financial Services Quarterly Report - Third Quarter 2015: Recent Developments in U.S. “Excessive Fee” Litigation

The U.S. mutual fund industry is poised to see significant developments in the ongoing wave of Section 36(b) “excessive fee” litigation. Days apart in August, the Seventh Circuit Court of Appeals affirmed the grant of summary...more

Federal District Court Addresses Measure of Damages in ERISA Breach of Fiduciary Duty Case

Fiduciaries of two defined contribution retirement plans sponsored by the same employer (the “Plans”) sued the Plans’ former investment manager for breach of ERISA fiduciary duties and state law violations in connection with...more

Mannix v. PlasmaNet, Inc., C.A. No. 10502-CB (Del. Ch. July 21, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a motion to dismiss and approved a settlement whereby certain former stockholders would dismiss their appraisal demands in exchange for shares of the surviving...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Blog: District Court Compels SEC To Provide “Expedited Schedule” For Issuing Dodd-Frank Resource Extraction Rule — Will Other Rule...

A U.S. District Court has handed a victory to Oxfam America in its efforts to compel the SEC to complete rulemaking on the Dodd-Frank mandate regarding resource extraction disclosures (Section 1504). ...more

Court Of Chancery Grants Stay Of Derivative Case

A stay of derivative litigation is hard to get even when there is another case pending elsewhere. But when, as here, the other litigation may expose the company to significant liability, a stay of the derivative action...more

Financial Services Weekly News - September 2015

Regulatory Developments - California Department of Business Oversight Permits Money Transmitter to Treat Customer Funds in Designated Custodial Account as “Eligible Securities” - The California Department of...more

Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case

Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction....more

Federal Court Deflates, For Now, SEC’s Efforts to Proceed Before Its In-house Courts

A federal judge in Manhattan recently granted a preliminary injunction against the Securities and Exchange Commission in the latest of a series of rulings raising issues with the SEC’s use of in-house proceedings before its...more

Optimizing Damages Adjustments In Securities Class Actions

Because most securities class actions settle, the statutory limitations on damages that plaintiffs are allowed to recover following a favorable verdict are often overlooked. Those limitations, however, can be surprisingly...more

SDNY Enjoins SEC From Pursuing Administrative Hearing on Constitutional Grounds: Setback for Enforcement Strategy

The US District Court for the Southern District of New York, in Duka v. SEC, 15 Civ. 357, has preliminarily enjoined the SEC from pursuing a pending administrative hearing against Barbara Duka, a former managing director at...more

Hill Int’l, Inc. v. Opportunity Partners L.P., No. 305, 2015 (Del. July 2, 2015)

In this opinion, the Delaware Supreme Court affirmed the Court of Chancery’s entry of an injunction, barring appellants Hill International, Inc.’s (“Hill”) from conducting any business at its June 9, 2015 Annual Meeting,...more

Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more

No Damages Awarded for ERISA Plan Fund Mapping Claims

Mapping in a 401(k) plan occurs when an investment option is removed and the participant’s investment in that option is transferred to a different investment option (absent direction from the participant). On remand from the...more

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015) (Noble, V.C.)

In this letter opinion, the Court of Chancery dismissed claims for breach of fiduciary duty and waste under Chancery Rule 12(b)(6), holding that the business judgment rule, rather than entire fairness review, applied to...more

Second Circuit Tackles “Whistleblower” Protection Under Dodd-Frank

Last week, the Second Circuit heard oral arguments in Berman v. Neo@Ogilvy, a case that places squarely before the Court the question of who is a “whistleblower” within the meaning of the Dodd-Frank Act Wall Street Reform and...more

District court says appointment of SEC administrative law judge was likely unconstitutional

Recently, in Hill v. Securities Exchange Commission, the United States District Court for the Northern District of Georgia preliminarily enjoined the SEC from conducting the administrative proceeding brought against Charles...more

6th Circuit Reverses Itself, Abandons “Definitively and Specifically” Standard For SOX Whistleblower Protected Activity

On May 28, 2015, the Sixth Circuit Court of Appeals ruled that an employee who reports allegedly fraudulent conduct engages in protected activity under SOX where he or she has a reasonable belief that the activity reported is...more

Exculpatory Provisions Provide Powerful Protection for Independent Directors

The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more

SEC Insider Trading Case Brought As Administrative Proceeding Enjoined

The SEC’s shift to administrative proceedings in recent months has spawned a series of suits against the agency challenging its forum selection authority. The suits have generally met with little success. Nevertheless,...more

Two Cases: Mixed Success In Getting Fees Awarded In The NC Business Court

There's nothing better than winning a case or a motion in Court and to then follow that up with an award of attorneys' fees. On that subject, two rulings in the Business Court last week addressed the award of attorneys'...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

Court Of Chancery Awards Major Fee

This decision will be remembered for the very large fee it awarded to some very entrepreneurial lawyers who risked their all to win a big case. ...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

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