Breach of Duty

News & Analysis as of

After Re-Defining ERISA-Fiduciary Duties, Tussey Returned to the Eighth Circuit

Tussey was back before the Eighth Circuit to determine what ABB’s breach cost the ABB, Inc. 401(k) defined contribution saving plans, one plan for union employees and the second for non-union employees (collectively “the...more

Breach of Fiduciary Duty (and Related) Claims Are Not Easily Defeated: A Case Study in Motions for Judgment on the Pleadings

Just what must be alleged for claims for breach of fiduciary duty to proceed past initial pleadings and into meaningful fact development? In a recent decision, the United States Bankruptcy Court for the Eastern District of...more

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Texas Supreme Court Addresses The Causation Requirement For A Breach Of Fiduciary Duty Claim And Conspiracy, Aiding And Abetting...

In First United Pentecostal Church of Beaumont v. Parker, a church hired an attorney to defend it against sexual abuse allegations. 2017 Tex. LEXIS 295 (Tex. March 17, 2017). During the same time, the church also engaged the...more

Art Advisors and Duty of Loyalty in Focus Again Over Sale of Basquiat

We reviewed in December an important decision that addressed the duties of loyalty that art advisors may, or may not, owe to their clients in dealing in the art market. That question—of to what extent advisors and...more

Court Finds Manufacturer/Distributor Relationship Does Not Create An Informal Fiduciary Relationship

In Samsung Electronics America v. Chung, Samsung Electronics America, Inc. (“Samsung”) filed suit against All Pro Distributing, Inc. (“All Pro”) and certain former employees alleging claims for breach of fiduciary duty and...more

Massachusetts Supreme Court Affirms Dismissal Of Shareholder Class Action And Clarifies That Directors Generally Owe Fiduciary...

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation...more

Death Knell to Merger Litigation for Massachusetts Corporations?

In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of fiduciary duty by EMC shareholders challenging the merger of EMC and Dell, Inc....more

Connecticut Supreme Court Explains Remedies Available to Employers Winning Breach of Duty of Loyalty Claims against Employees

In Wall Systems, Inc. v. Pompa, No. SC19734 (Mar. 7, 2017), the Connecticut Supreme Court explained the legal and equitable remedies available to employers that win breach of duty of loyalty claims against their current or...more

"Key Takeaways: Recent Investment Management Litigation and Regulatory Developments"

On February 28, 2017, Skadden hosted a webinar titled “Recent Investment Management Litigation and Regulatory Developments.” The Skadden panelists were litigation partners Eben Colby and Seth Schwartz, securities enforcement...more

Court Finds That There Is A Fact Issue On Whether Corporate Shareholder And Officer Breached Fiduciary Duties To Creditors

In Tow v. Wellington Yu, a bankruptcy trustee sued a corporation’s shareholder and officer for breaching fiduciary duties by entering into a settlement agreement that required the sale of real estate where the defendant would...more

When Does Preparing to Compete Cross the Line?

An employee or former employee who starts preparing to compete with his employer or former may get tripped up in one of two scenarios: (1) breaching a fiduciary duty of loyalty; or (2) running afoul of a noncompete...more

New York Court Reverses Rejection of M&A Disclosure-Only Settlement Signaling Split from Delaware

Seyfarth Synopsis: On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While acknowledging the “increasingly negative view” of...more

ERISA (10th Circuit): Does the ERISA Plan Breach Fiduciary Duties by Informing the Employer of an Employee/Disability Claimant’s...

Can an ERISA plan administrator tell an employer about an employee’s substance abuse? Doesn’t that breach fiduciary duties to the employee/claimant? Probably not. Check the employer’s employment policies because an...more

Yahoo Data Breach Update: A Third Notification + Shareholders Sue

Last week, Yahoo issued another warning to some of its customers telling them that their personal information may have been compromised in a data breach. This is the third notification to Yahoo users that their information...more

"New York Appellate Court Sets New Standard for Approving Nonmonetary and 'Disclosure-Only' Settlements"

It has become a common phenomenon for the announcement of a significant merger transaction to be quickly followed by shareholder class action or derivative litigation challenging the terms of the transaction and the accuracy...more

Delaware Supreme Court Wastes No Words: Summarily Affirms In re Volcano Corp. Stockholder Litigation, Upholding Business Judgment...

On February 9, 2017, the Supreme Court of Delaware summarily affirmed the Court of Chancery’s decision in In re Volcano Corp. Stockholder Litigation which had dismissed plaintiffs’ complaint on defendants’ 12(b)(6) motion to...more

NC Fiduciaries Have a Duty to Explain Arbitration Agreements in Contracts

The Supreme Court of North Carolina recently issued an opinion that could have a substantial impact on the enforceability of arbitration agreements when a fiduciary relationship exists, particularly in the context of consumer...more

T&E Litigation Newsletter - February 2017

Several recent decisions serve as a good reminder that it is not only the Probate and Family Court that addresses important T&E issues in Massachusetts. In the consolidated matters of Hanna et al. v. Williams et al.,...more

Fiduciary Imprudence: When the Sale of an Asset Results in a Surcharge

Although one of the many duties and responsibilities of an executor is to marshal and appraise estate assets, and, depending upon the dispositive terms of the governing instrument, liquidate them for purposes of distribution,...more

Pleading Failures Doom Disclosure Claims in Short-Form Merger Case

Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more

Court Affirmed Dismissal Of Breach Of Fiduciary Duty Claims Against Condo Board Members

In Brown v. Hensley, a condominium complex was damaged by a hurricane, and the board of the complex allowed the complex to be demolished. No. 14-14-00981-CV, 2017 Tex. App. LEXIS 727 (Tex. App.—Houston [14th Dist.] January...more

Advisors Advantage - February 2017

Concepts That Retirement Plan Advisors Shouldn't Focus On. It would be a detriment to focus only on this stuff. Being a financial advisor isn't as easy as many people on the outside think. There are so many things you ...more

Court Of Chancery Holds That Wrong Forward Looking Statement Insufficient To Support Records Inspection

It is not enough that certain forward-looking statements failed to come true to justify requiring an inspection of corporate records. More evidence of wrongdoing is needed if your inspection is based on a theory of...more

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