Breach of Duty

News & Analysis as of

Arbitrator to Decide Arbitrability of Breach of Fiduciary Duty Claim

In Angus v. Ajio, C.A. No. 11895-VCG (Del. Ch. May 13, 2016), the plaintiffs sought to enjoin an arbitration initiated against them as officers of MoGo Sport. In the arbitration, certain members of the company (who were...more

Court Reverses Judgment Dismissing Breach Of Fiduciary Duty Claim Because No-Evidence Summary Judgment Motion Was Not Sufficiently...

In Tex v. Iom, a former employer sued a former employee based on a covenant not to compete and breach of fiduciary duty and sued the new employer for tortious interference. No. 12-14-00254-CV, 2016 Tex. App. LEXIS 7317 (Tex....more

Orrick's Financial Industry Week in Review

Federal Reserve Announces Extension of Conformance Period under Section 13 of the Bank Holding Company Act - On July 7, 2016, the Federal Reserve announced that it will extend until July 21, 2017 the conformance period...more

After Favorable LIBOR Ruling from the Second Circuit, Investors Now Allege Anticompetitive SIBOR Manipulation

On July 5, 2016, investors filed a federal class action in the Southern District of New York alleging defendant banks had manipulated the Singapore Interbank Offered Rate (SIBOR) “and/or” Singapore Swap Offer Rate (SOR)...more

Franchising Update

Franchising is set to undergo change following the Australian Federal election. The Senate Standing Committee on Education and Employment recently recommended further amendments to the Franchising Code of Conduct to allow...more

Court Affirmed Award of Prejudgment Interest On Fee Forfeiture Award

In Holliday v. Weaver, clients obtained a fee forfeiture award against an attorney for breach of fiduciary duty related to the improper use of settlement proceeds. No. 05-15-00490-CV, 2016 Tex. App. LEXIS 7264 (Tex....more

Delaware Court of Chancery Finds Accepting Tender Offer Has Same Cleansing Effect as Stockholder Vote

In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery recently held that majority stockholder approval of a merger under Delaware General Corporation Law Section 251(h) by accepting a tender...more

Big Fish and Service Provider Lawsuits

It seems like every week, there is another major lawsuit against a plan sponsor and one of their service providers. Allegations of impropriety are just allegations until decided by a trier of fact of whether they are...more

Court Of Chancery Dismisses Previously Dismissed Case

What happens when a derivative claim is filed outside of Delaware and then is dismissed by that other court? Well even if the other complaint might have stood up in Delaware, the subsequently filed Delaware case will also be...more

Court Of Chancery Applies Business Judgment Rule After Majority Tender Shares

In what might be one of the most important decisions this year, the Court held that the tender of their shares by a majority of the stockholders invokes an “irrebuttable” presumption that the business judgment rule applies...more

Financial Services Quarterly Report - Second Quarter 2016: Does the Supreme Court’s Dudenhoeffer Decision under ERISA do “More...

Earlier this year, the U.S. Supreme Court decided the case of Amgen v. Harris, in which the Court revisited and clarified its 2014 holding in Dudenhoeffer v. Fifth Third Bancorp.2 Both cases concern the application of a...more

Banking Disputes Quarterly Q2 2016

Welcome to the latest edition of our Banking Disputes Quarterly, designed to keep you up to date with the latest news and legal developments and to inform you about future developments that may affect your practice....more

Court of Chancery Explains How To Apply Multiple Advancement Rights

This detailed decision explains how to interpret multiple sources, such as bylaws and contracts, to determine any conditions to the right to have attorney fees advanced....more

Fact That Small 401(k) Lawsuit Was Dropped Is Irrelevant

While many of us in the retirement plan world were publicizing a class action lawsuit against a $9 million, apparently the plaintiffs had a change of heart. The case was Damberg et al v. LaMettry’s Collision Inc. and the...more

Equity Trust Notches a Rare Defense Win in SEC Administrative Proceedings

On June 27, 2016, SEC Administrative Law Judge Carol Fox Foelak dismissed the Division of Enforcement’s charges against IRA custodian Equity Trust Company in connection with the company’s processing of investments marketed by...more

The Ever-Increasing Importance of the Shareholder Vote: Delaware Chancery Court Extends Corwin to Two-Step Mergers under DGCL §...

On June 30, 2016, the Delaware Chancery Court extended the Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h). The Chancery Court concluded that...more

Tenth Circuit Upholds Nevada Law By Denying Stockholders Standing to Bring Claims on Behalf of Nevada Corporation

In In re Zagg Inc. Shareholder Derivative Action, No. 15-4001, 2016 U.S. App. LEXIS 11095 (10th Cir. June 20, 2016), the United States Court of Appeals for the Tenth Circuit held that stockholders of a Utah-based, Nevada...more

Successful Two-Step Tender Offer has the Same Revlon Cleansing Effect as a Stockholder Vote

The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more

Employee Benefits Developments - June 2016

The Equal Employment Opportunity Commission (EEOC) issued final regulations describing how the Americans with Disabilities Act (ADA) and the Genetic Information Nondiscrimination Act (GINA) apply to employer wellness...more

Are A Breach Of Fiduciary Duty And A Breach Of Governing Documents “Non Bis In Idem”?

Last week, I discussed the Court of Appeal’s consideration of whether the business judgment rule protects a director from claims based on breach of the corporation’s governing documents. See Does The Business Judgment Rule...more

Maryland Court of Special Appeals Reaffirms Heightened Standard for Recovering Punitive Damages

On June 1, 2016, the Court of Special Appeals of Maryland issued an opinion in 1st Team Fitness, LLC, et al. v. Francesco Illiano, No. 0136, Sept. Term 2015 (Md. Ct. Spec. App. Jun. 1, 2016) reaffirming Maryland’s heightened...more

Court Reverses Decision On The Fair Market Value Of A Residence Due To The Surviving Spouse’s Interest

In Estate of Sloan, a wife died leaving her home, and her husband was the executor of her estate. No. 02-15-00198-CV, 2016 Tex. App. LEXIS 6465 (Tex. App.—Fort Worth June 16, 2016, no pet. history). The wife’s will left all...more

Court Holds That An Officer Of A General Partner Does Not Individually Owe Fiduciary Duties To The Partnership

In Rainier Income Fund I v. Gans, two limited partnerships sued an individual, who was the president of the general partner of the partnerships and co-owner of the only other limited partner, for breaching fiduciary duties...more

Delaware Law Updates – The Duty of Loyalty: Anything But ‘Hazy Jurisprudence’ on an Exacting, But Narrow, Standard

In a recent decision out of the Delaware Court of Chancery—In re Chelsea Therapeutics International Ltd. Stockholders Litigation., Consol. C.A. No. 9640-VCG—Vice Chancellor Glasscock was faced with a claim that the board of...more

Court Orders Cigna to Pay Out-of-Network Surgical Claims

On June 1, 2016, the United States District Court for the Southern District of Texas ordered Cigna to pay nearly $13.7 million to Humble Surgical Hospital, LLC (“Humble”). Of the nearly $13.7 million, almost $11.4 million...more

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