Securities Civil Remedies Civil Procedure

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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

Shareholder Disputes: When is Just and Equitable Liquidation Appropriate?

Unfair prejudice claims are commonplace in the British Virgin Islands (BVI) following the introduction of bespoke provisions in the BVI Business Companies Act 2004 and have all but replaced old fashioned just and equitable...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

Court Of Chancery Awards Loser Fees

After years of litigating a breach of fiduciary duty case, the plaintiff won the battle but lost the war when the Court held that the defendants had breached their duties but there were no damages....more

Delaware Chancery Awards Investors $171 Million

On April 20, 2015, the Delaware Court of Chancery issued a decision awarding $171 million in damages to the common unitholders of a limited partnership against its general partner in connection with a “dropdown” transaction. ...more

Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation

Decision of note for REITs contemplating asset acquisitions involving stock consideration that requires stockholder approval, even if the transaction does not effect a change-in-control. Background – Following...more

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

Blog: Third Circuit Allows Wal-Mart To Exclude Trinity’s Proposal From Its 2015 Proxy Statement

No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc than I find that the Third Circuit has just issued an Order...more

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