News & Analysis as of

Conversion Breach of Duty

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Farrell Fritz, P.C.

Parallel Business and Matrimonial Divorce Proceedings

Farrell Fritz, P.C. on

Parallel business divorce proceedings in the same or different courts alleging overlapping or duplicative claims are common. When it occurs, judges must often determine whether to dispose of one so the other may proceed...more

Freiberger Haber LLP

Fraudulent Inducement, Merger Clauses and Duplication

Freiberger Haber LLP on

A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more

Farrell Fritz, P.C.

Conflicts of Laws and the Internal Affairs Doctrine

Farrell Fritz, P.C. on

The legal concept of “conflicts of laws” is difficult, to say the least, confounding even seasoned litigators and judges, with bulky treatises and entire law school classes devoted to the subject....more

Nutter McClennen & Fish LLP

Massachusetts Court Bars “Reasonable Royalty” Evidence Based on Law of the Case Doctrine

After successfully appealing a judgement and obtaining a remand of its Chapter 93A claim to the Massachusetts BLS, the Governo Law Firm moved to admit expert testimony about a “reasonable royalty” measure of damages. Governo...more

Manatt, Phelps & Phillips, LLP

Third Circuit Reverses Injunction in Trade Secret Misappropriation Suit

The U.S. Circuit Court of Appeals for the Third Circuit took on the misappropriation of trade secrets recently, reversing a district court’s grant of a preliminary injunction halting competition by a company’s rival and two...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Massachusetts SJC Rules That Employers May Hold Employees Liable for Violating Unfair and Deceptive Trade Practices Law

On April 9, 2021, the Massachusetts Supreme Judicial Court (SJC) ruled that an employee may be liable to his or her employer under the Commonwealth’s unfair and deceptive trade practices statute - which authorizes an award of...more

Carlton Fields

Seventh Circuit Reverses Prior Ruling After Reexamining Exclusion Clause

Carlton Fields on

After a panel rehearing, the Seventh Circuit in Emmis Communications Corp. v. Illinois National Insurance Co., No. 18-3392 (7th Cir. Aug. 21, 2019), vacated a prior judgment and withdrew an opinion issued in July 2019,...more

Farrell Fritz, P.C.

Summer Day Camp Derivative Headed to Trial

Farrell Fritz, P.C. on

A recent decision in Greenhaus v. Gersh out of the Commercial Division, Suffolk County, is yet another example.  This time, the business is a summer day camp located on the north shore of Long Island in Huntington, New York....more

Farrell Fritz, P.C.

How Not to Start a Corporate Dissolution Proceeding

Farrell Fritz, P.C. on

Strict procedural rules apply to corporate dissolution proceedings in New York, a difficult truth learned the hard way by a five-time rejected, would-be dissolution petitioner in a recent decision by Bronx County Supreme...more

Robinson+Cole ERISA Claim Defense Blog

Sixth Circuit Finds No Fiduciary Duty To Give Notice Of Conversion/Portability Rights On Termination Of Employment

In Vest v. Resolute FP US, Inc., 905 F.3d 985 (6th Cir. 2018), the Sixth Circuit Court of Appeals upheld dismissal of a claim by the beneficiary of a deceased employee that the employer breached its fiduciary duty under ERISA...more

Farrell Fritz, P.C.

Shareholder Oppression Requires More Than Denial of Access to Company Information

Farrell Fritz, P.C. on

The family-owned business at the center of Vaccari v Vaccari, 2018 NY Slip Op 30546(U) [Sup Ct NY County Mar. 28, 2018], decided last month by veteran Manhattan Commercial Division Justice Eileen Bransten, is a classic...more

Winstead PC

Court Affirms Punitive Damages In A Breach-Of-Fiduciary-Duty/Partnership Dispute

Winstead PC on

In Home Comfortable Supplies, Inc. v. Cooper, the defendant induced others to start a new limited partnership with his corporation. No. 14-16-00906-CV, 2018 Tex. App. LEXIS 1381 (Tex. App.—Houston [14th Dist.] February 22,...more

Brooks Pierce

Former Band Member Sues The Roots

Brooks Pierce on

Frank “Knuckles” Walker, a musician and percussionist best known as a former member of the band The Roots, recently filed a lawsuit against his former band members and others. A copy of the complaint is available here....more

Orrick - Trade Secrets Group

Excess Cargo? Shipping Common Law Claims Out of a Trade Secret Complaint

AFS, a company specializing in streamlining shipping costs and logistics, had its eight count amended complaint streamlined to only one—its Tennessee Uniform Trade Secrets Act (“TUSTA”) claim—primarily due to preemption and...more

Orrick - Trade Secrets Group

Get Off My Cloud: “BYOC” Workplaces Pose Trade Secrets Risks

There’s been a lot of talk in recent years about “BYOD” (“Bring Your Own Device”) policies, which are becoming increasingly common in the workplace. Employees want the flexibility and ease that comes with being able to use a...more

Hinshaw & Culbertson LLP

Texas Court Holds That Law Firm is Immune From Liability to Claims by Non-Client

Highland Capital Management, LP v. Looper Reed & McGraw, P.C., 2016 WL 164528 (Tex. App. Jan. 14, 2016) Brief Summary - The Texas Court of Appeals held that the doctrine of attorney immunity barred an employer's...more

Gray Reed

Texas Anti-SLAPP Law: The Expanding Scope of the Texas Citizen’s Participation Act – Part 4 – A decision in Schlumberger, sort of

Gray Reed on

Since we published Part 3 that discussed the details of an interesting case here in Houston, Schlumberger v. Rutherford, the First Court of Appeals issued its opinion on Tuesday. The best description of the decision is a...more

Womble Bond Dickinson

Atlanta Rapper Rich Homie Quan Seeks Cancellation or Transfer of Trademarks and Over $2,000,000 in Damages

Womble Bond Dickinson on

Think It's A Game Entertainment, LLC ("TIG"), an Atlanta-based production company, Fly Merchandise Enterprises, LLC ("Fly"), and Girvan Henry ("Henry"), have left Atlanta rapper Rich Homie Quan feeling "some type of way."...more

Seyfarth Shaw LLP

Employer’s Action for Misappropriation of Trade Secrets Against Former In-House Counsel Who Engaged in Competitive Activities Not...

Seyfarth Shaw LLP on

There are indeed limits to the reach of the anti-SLAPP statute, particularly in the trade secret context. In West Hills Research and Development, Inc. v. Terrence M. Wyles, a California appellate court ruled that engaging in...more

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