Business Litigation

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Privy Council clarifies power to rectify share registers of BVI companies

On 21 January 2015 the Privy Council handed down its decision in Nilon Limited v Royal Westminster Investments SA [2015] UKPC 2 clarifying the power of the courts to rectify the share register of a BVI company under section...more

No Competitors In My Backyard?

In Paradise Lost, John Milton wrote that “easy is the descent into Hell, for it is paved with good intentions.” A modern environmental lawyer might say that the road to waste, inefficiency, and obstruction is paved with good...more

A novel question of duty – Philip Davison Sebry v Companies House and The Registrar of Companies

The Claimant, Philip Sebry, formerly Managing Director of Taylor & Sons Limited (‘Company’), brought a claim for damages for negligence and breach of statutory duty against Companies House and the Registrar of Companies...more

Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825...more

An Answer To A Million Dollar Question About Designating Cases To The NC Business Court

This past Friday, I went to a seminar put on by the Antitrust and Complex Business Disputes Law Section of the North Carolina Bar Association in an almost successful effort to finish getting my required CLE hours for 2014. ...more

Company’s Bacon Trade Secret Claims Are Cooked After Patent Filing

From Minnesota comes a delicious reminder that the protection of trade secrets requires consideration of a company’s entire intellectual property strategy.  Without such a comprehensive strategy, in the most prosaic of terms,...more

Court Rejects “Merger Tax” Litigation Settlements That Benefit Primarily Plaintiffs’ Attorneys and Plaintiffs Who Do Not Represent...

It is no secret that when a public company announces a merger, lawsuits follow. There is nothing inherently wrong with this phenomenon. If the merger price is woefully unjustifiable or if shareholders are not given adequate...more

Sinchareonkul v. Fahnemann, C.A. No. 10543-VCL (Del. Ch. Jan. 22, 2015) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied the plaintiff’s motion for an expedited preliminary injunction hearing to be held prior to February 10, 2015, but found that good cause existed for an expedited two-day...more

Looking Back on 2014: The 7 Most Important eDiscovery Cases in Delaware – Part 1

The Court of Chancery continued to focus on eDiscovery throughout 2014. During the next few weeks we will be recapping 7 cases that covered various topics including preservation, designation of confidential material and the...more

Business Litigation Reporter - February 2015

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

Sue Now, or Forever Hold Your Peace

As a business owner, one of the many decisions you make is whether to file a lawsuit now or wait to see if the dispute gets resolved. Lawsuits can be unpleasant, and the potential expense leads many businesses to delay filing...more

Tech Industry Bulletin

In this Bulletin: - Intellectual Property: Guidance to the Upstart Tech Company for Protecting IP Rights - Mergers & Acquisitions: Five Legal Issues Entrepreneurs Should Consider Before Agreeing To an Earn-Out...more

Operator Can’t Recover Drilling Costs For Affiliate’s Expensive Rig

In Elm Ridge Exploration Co., LLC v. Engle we are reminded of a little-used provision in the 1989 Model Form Operating Agreement. Article VI.D.1 allows the operator to use its own equipment, but his charges may not exceed...more

Gross Negligence in Destruction of Attorney Computer Leads to Adverse Inference Sanction (New York)

Dorchester Fin. Holdings Corp. v. Banco BRJ S.A., 2014 WL 7051380 (S.D.N.Y. Dec. 15, 2014). In this contract case, the plaintiff alleged a contract with the defendant, who disputed the authenticity of the contract and...more

Do we lawyers really know it all? What about the “ focus group ?”

Trying a business case to a jury presents unique and sometimes difficult challenges. As commercial litigators, we’re trained to develop the facts (or the parties’ versions thereof), research the applicable law, and, most...more

The Alternative Dispute Resolution Case Evaluator’s Role in Contemplated and Pending Litigation

As the use of alternative dispute resolution has increased over the past several decades, so have the options available to parties. One of the more frequently used processes now available is an evaluation of potential or...more

Delaware Court Examines Implied Covenant of Good Faith Related to Earn-Out

In Fortis Advisors LLC, as the equity representative v. Dialog Semiconductor PLC, the Delaware Court of Chancery examined the implied covenant of good faith in the context of an earn-out provision included in a merger...more

A Rory for the Rest of Us (Litigants): Golf’s World No. 1 sees the hazard of high-dollar commercial litigation

Rory McIlroy is the number one ranked golfer in the world. He won back-to-back major tournaments last year and is looking for the “career grand slam” with a win this April at the Masters Tournament, the only major win he...more

Section 75-1.1 and Out-of-State Injuries Based on In-State Conduct

In earlier posts, we have discussed the two-part test that courts use to assess whether section 75-1.1 applies to out-of-state conduct. First, the plaintiff must suffer an injury in North Carolina....more

January 2015: EU Litigation Update

Second Helping—The EPO’s Enlarged Board of Appeals Hears Tomatoes/Broccoli II. On October 27, 2014 the Enlarged Board of Appeals of the European Patent Office (EBoA) heard the two appeals against the Opposition Division’s...more

The Delaware Chancery Court Awards Lump-Sum Expectation Damages, Including Interest and Attorneys Fees, in the Amount of...

This Legal Insight updates our Legal Insight dated June 25, 2013, regarding the Delaware Chancery Court case captioned PharmAthene, Inc. v. SIGA Technologies, Inc., Civ. Action No. 2627-VCP, in which K&L Gates LLP serves as...more

Reading Before Signing Is Advisable

It's pretty basic that your clients should read the agreements that they sign before they sign them. Or you should at least explain to your client the key provisions in what they are going to sign, if they are not going to...more

Amended Complaints and Industry Standards

Can a party who is accused of an unfair trade practice raise the same defense? That is, can a business avoid section 75-1.1 liability by proving that the plaintiff business engages in the same allegedly unfair conduct?...more

Complex Commercial Litigation Update: New York’s Separate Entity Rule and the Reemergence of Florida as a Potential Gateway for...

All too often a judgment-creditor hits a roadblock when a judgment-debtor attempts to evade enforcement of a money judgment by shielding the debtor’s assets located outside of the jurisdiction where the judgment was obtained,...more

Third Circuit Irons Out “Powerful” Performance False Advertising Dispute

The Third Circuit has rendered a notable decision with important implications for the use of fine print in advertising. The Court held that small print statements that explicitly define the terms of a more prominent superior...more

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