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Breach of Duty Bad Faith

Holland & Knight LLP

Delaware Bankruptcy Court Grants Creditors' Committee of Debtor LLC Derivative Standing

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In a recent opinion, In re Pack Liquidating, LLC (Pack Liquidating), the U.S. Bankruptcy Court for the District of Delaware held that under Official Committee of Unsecured Creditors of Cybergenics Corp. v. Chinery...more

Lowenstein Sandler LLP

The SEC’s Private Fund Adviser Rules Explained — Part 3: Deciphering a Private Fund Manager’s Fiduciary Duty

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On August 23, 2023, the Securities and Exchange Commission (SEC) adopted new rules and amendments under the Investment Advisers Act of 1940, as amended (the Advisers Act), that are expected to have a wide-ranging impact on...more

BCLP

Recent Delaware cases clarify Caremark oversight duties for directors and executive officers

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A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more

Paul Hastings LLP

Delaware Court of Chancery Dismisses Duty of Oversight and Care Claims Against Directors

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In our February 14, 2023 Stay Current, we discussed a Delaware Court of Chancery decision allowing shareholder derivative claims to proceed against a corporate officer for alleged oversight duty failures stemming from...more

Fisher Phillips

Red Flags Mean Danger! 6 Key Steps for Businesses as Delaware Expands Fiduciary Liability for Corporate Officers

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Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more

Freeman Law

Texas Law Update: Statute of Limitations, the Discovery Rule, and Fraudulent Concealment

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On January 13, 2023, the Texas Supreme Court issued its opinion in Marcus & Millichap Real Estate Investment Services of Nevada, Inc. v. Triex Texas Holdings, LLC, __ S.W.3d __, 2023 WL __ (Tex. Jan. 13, 2023) (per curiam)...more

Proskauer on Privacy

SolarWinds: A Lesson on How Companies Victimized by Data Breaches Can Quickly Become the Target of Litigation and Regulatory...

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In 2020, SolarWinds Corp., a company that provided information technology software to private and government entities, was the victim of a cybersecurity breach. Russian hackers are believed to have slipped malicious code...more

Dechert LLP

Securities and Derivative Litigation: Quarter 3 2022 Update

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In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more

Farrell Fritz, P.C.

A Lesson In Drafting Capital Call Provisions

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Those of us who follow the Delaware Chancery Court’s output are regularly treated to lengthy, detailed, finely crafted opinions sometimes in excess of 100 pages. Opinions of that length from our New York state court judges...more

Adams and Reese LLP

Bad Faith on the Bayou

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The last few years have brought unprecedented hurricane seasons in the Gulf South, with Louisiana’s coastal communities bearing much of the impact. Those storms brought property damage; that property damage brought insurance...more

Rumberger | Kirk

Eleventh Circuit Reverses its Prior Reasoning Finding: Settlement Agreements can now be Basis for a Bad Faith Claim

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In Florida, an excess judgment is when the judgment in the case exceeds the policy limits. The excess judgment rule requires an injured plaintiff to obtain an excess judgment before prosecuting a bad faith claim against an...more

Wiley Rein LLP

Claims under Illinois False Claims Act Not Uninsurable under Illinois Law

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The Northern District of Illinois has held that claims brought under the Illinois False Claims Act (“IFCA”) are not uninsurable as a matter of Illinois law. The insured, a telecommunications company with $2 million in...more

Jaburg Wilk

An Inadequate Investigation Exposes Arizona Insurers to Bad Faith Only If the Insured Proves Additional Investigation Would Have...

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Plaintiffs often allege an insurer breached the duty of good faith and fair dealing by conducting an unreasonable and/or an inadequate investigation. But, Arizona courts have held for over 30 years that an insurer’s...more

Wiley Rein LLP

Date of Wrongful Acts, Not Harm Caused By Acts, Relevant Factor in Determining Application of Retroactive Date Exclusion

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Applying California law, a federal district court has held that a policy’s retroactive date exclusion bars coverage even if the harm caused by the wrongful acts materializes after the retroactive date. Bararsani v. HDI...more

Wiley Rein LLP

Insured Barred From Settling Without Insurer’s Consent Absent Breach of Duty to Defend But Insurer Must Exercise Good Faith in...

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The United States District Court for the District of South Dakota, applying South Dakota law, has held that an insured healthcare system was barred from settling without its healthcare liability insurer’s consent where the...more

Goodwin

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit

Goodwin on

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more

BCLP

Implied duty of mutual trust and confidence and employers’ right to terminate

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In Hong Kong, an implied duty of mutual trust and confidence (“Duty”) exists between an employer and an employee. This duty requires that an employer shall not “without reasonable and proper cause, conduct itself in a manner...more

Cooley LLP

Blog: Pleading Bad Faith Against Special Committee Members: A New Trend?

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Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A...more

Farrell Fritz, P.C.

“Intentional” Breach of Fiduciary Duty Defeats Operating Agreement’s Exculpatory Clause

Farrell Fritz, P.C. on

Last week, Peter Mahler blogged about a recent decision holding that a minority shareholder’s claim against its majority co-owners for breach of fiduciary duty in connection with a sale of the business to a third party...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

Goodwin on

Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Goodwin

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.'s Billion Dollar...

Goodwin on

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision...more

Holland & Knight LLP

Termination of Employment Versus Breach of Duty - Current Issues in Closely Held Businesses Series: Part 2

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Was the removal of an shareholder-employee as an officer an employment claim or a breach of duty and shareholder oppression? When disputes develop and interests among owners diverge, a shareholder-employee may have his...more

Stinson - Corporate & Securities Law Blog

“Sole Discretion” Language in LLC Agreement does not Eliminate Fiduciary Duties

The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al.  The dispute was among members of a Delaware limited liability company, Skye Mineral...more

A&O Shearman

Delaware Court Of Chancery Denies Motion To Dismiss Claims Regarding Squeeze-Out Merger Because Special Committee Members Were...

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On February 26, 2020, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims brought by former shareholders of AmTrust, Inc., challenging the take-private...more

Hinshaw & Culbertson LLP

The LHD/ERISA Advisor - January 2020

SCOTUS Reviews "Blissful Ignorance" as Statute of Limitations Defense - On December 4, 2019, the U.S. Supreme Court heard oral argument in Intel Corp. Inv. Policy Comm. v. Sulyma, 139 S. Ct. 2692 (2019). The question...more

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