News & Analysis as of

Financial Services Law - Jan 30, 2014

Swipe Fee Settlement Yields More Litigation - Although the parties reached a $7.25 billion class action settlement of the antitrust suit brought by merchants against Visa and MasterCard over swipe fees, the case is far...more

Two Certified Issues to the Georgia Supreme Court Will Address Application of the Business Judgment Rule to Bank Officers and...

In an unexpected turn of events, two recent cases arising out of the U.S. District Court for the Northern District of Georgia have resulted in two sets of certified questions to the Georgia Supreme Court that will likely have...more

The Business Judgment Rule

Canadian Courts, like their American counterparts, have developed a rule of deference to business decisions called the “business judgment rule”, whereby courts will defer to the directors’ business judgment as long as an...more

Delaware Court Issues Important Trados Decision Delineating Director Duties in Sale of Venture-Backed Company

The Delaware Chancery Court issued its long-awaited post-trial decision last month in In re Trados Incorporated Shareholder Litigation. In the decision, the court affirmed that directors designated by the venture capital...more

Seventh Circuit Increasingly Problematic for Directors and Officers Defending Shareholder Derivative Suits

With its recent decision in Westmoreland County Employee Retirement System v. Parkinson, et al., the United States Court of Appeals for the Seventh Circuit has confirmed that the courts of the Seventh Circuit can be a...more

SEPTA v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 5, 2013) (Noble, V.C.)

In this opinion, the Court of Chancery granted defendants' motion for summary judgment as to all counts of a stockholder class action complaint, which alleged breaches of fiduciary duty by corporate directors and a...more

Jepsco, Ltd. v. B.F. Rich Co., Inc., C.A. No. 7343-VCP (Del. Ch. Feb. 14, 2013) (Parsons, V.C.)

The Delaware Court of Chancery held that claims for breach of statutory and fiduciary duties against a custodian appointed under Section 226 of the Delaware General Corporation Law (“DGCL”) failed as a matter of law because...more

Lessons Learned in 2012

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

In an era of intense investor scrutiny and SEC rulemaking regarding executive compensation, a recent decision by the Delaware Court of Chancery raises questions as to the protections afforded to directors when granting...more

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