Duty to Disclose

News & Analysis as of

Grant-Taylor v Babcock & Brown – causation and proof of loss in shareholder actions

The Federal Court has weighed into the debate about causation and proof of loss in shareholder actions in its decision of Grant-Taylor v Babcock & Brown Limited (in liquidation) [2015] FCA 149 (4 March 2015). Significantly,...more

Insurance Review (Australia) - February 2015

In This Issue: - REGULATORY: - The Financial System Inquiry - Insurance Reform In The UK - CYBER: - Top Five Privacy And Cyber Predictions, Trends And Issues Impacting Insurers In 2015 And...more

There Are No Secrets in Divorce: the Duty to Disclose

The decision to end a marriage can be one that is both deeply personal and highly complex. However, deciding to commence the divorce as a formal legal proceeding, also known as a dissolution of marriage proceeding, is often a...more

Selling or Buying a Home? You Should Understand Pennsylvania’s Real Estate Seller’s Disclosure Law

When buyers encounter problems with a recently purchased house, understanding the rights and obligations imposed by Pennsylvania’s Real Estate Sellers Disclosure Law (“Disclosure Law”) can be critical. The Disclosure Law...more

Failure to Disclose Procedures Dooms Arbitration Agreement

As a general rule, courts will uphold agreements that require employees to arbitrate their employment disputes. But an employer seeking to compel arbitration must show that the employee signed a valid written arbitration...more

In Case You Missed It - Interesting Items for Corporate Counsel

The SEC reminded everyone that, yes, it cares whether you timely file your Section 16 reports, by announcing enforcement actions against 28 Section 16 filers and six public companies here. Some tie the unprecedented...more

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...more

Unanimous Wisconsin High Court Sustains Broad Asbestos Exclusion That Comprehensively and Unambiguously Bars Coverage for Any...

In Phillips v. Parmelee, 2013 WI 105 (December 27, 2013), the Wisconsin Supreme Court rejected the argument that a broad asbestos exclusion in a business insurance policy was ambiguous. A unanimous court ruled that a real...more

Inside The Courts - December 2013 | Volume 5 | Issue 4

In This Issue: *U.S. SUPREME COURT: - Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. Nov. 15, 2013) Lawson v. FMR LLC, No. 12-3 (U.S. Nov. 12, 2013) - Chadbourne & Parke LLP v. Troice, No....more

Ohio Supreme Court Adopts Comcast and Wal-Mart Standards For Class Certification; Reverses Class Certification Due To...

Last week, the Ohio Supreme Court denied class certification in Cullen v. State Farm Mutual Automobile Insurance Company, Slip Opinion No. 2013-Ohio-4733 (Nov. 5 , 2013). In a 5-2 decision, the Court overruled the trial and...more

Washington Bars Insurers from Maintaining Legal Malpractice Suit Against Policyholder Defense Counsel

In Stewart Title Guar. Co. v. Sterling Savings Bank, et al., Wash. No. 87087-0 (October 3, 2013), the Washington Supreme Court held that a nonclient insurer may not pursue a malpractice claim against appointed defense counsel...more

The Disclosure Duties Owed by Banks as Agents to Lenders

The Chancery Division recently handed down its judgment on a hedge fund law suit brought against an agent bank for failing to disclose certain information regarding the borrower’s declining financial health and the occurrence...more

Inside The Courts - August 2013 | Volume 5 | Issue 3

In This Issue: - AUDITOR LIABILITY: Sec. & Exch. Comm’n v. Deloitte Touche Tohmatsu CPA Ltd., No. 11-mc-512 (D.D.C. Apr. 22, 2013) - CONFIDENTIAL WITNESSES: Fort Worth Emps. Ret. Fund v. J.P. Morgan Chase & Co.,...more

SEC Sanctions Fund Trustees for Inadequate Disclosures and Failure to Follow Compliance Policies

The Securities and Exchange Commission today charged the trustees of two “turnkey” mutual fund trusts with causing untrue or misleading disclosures about their review of the funds’ advisory contracts. The Commission also...more

Jams Dispute Resolution -- Spring 2013

In This Issue: Curbing the Bullying Epidemic with Mediation; ADR News & Case Updates; DOMESTIC FOCUS - How ADR Can Stem the “Trademarklawpocalypse”; GOOD WORKS - JAMS Foundation Extends Its International Mission — In...more

Life Sciences Company Obtains Dismissal of Shareholder Class Action

The US District Court for the Middle District of Tennessee recently granted BioMimetic Therapeutics Inc.’s motion to dismiss the class action against it, and denied plaintiffs leave to amend their complaint. Shareholders...more

Delaware Advisory Committee Suggests Mandatory Disclosure Of Rising Sea Levels In Real Estate Contracts

If the State dropped a notice in the mail advising you that 10% of your property was going to be condemned without compensation, you would immediately hire a lawyer, seek out the press and raise holy **** about the trampling...more

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc. breached its fiduciary duty in allowing a $2.2 billion sale of Novell...more

Rogers Towers: Commercial Property Owners: Is there a duty to disclose in Florida?

You own a commercial building which has been on the market for over two years. Finally, after anxiously waiting, a potential buyer emerges and shows some interest. There is just one problem, you know that the building needs a...more

Court Finds No Duty for Public Company to Disclose SEC Wells Notice

A federal judge has ruled that a public company did not have a duty to disclose the receipt of a Wells Notice from the SEC. In that case, shareholders filed a federal securities fraud class action lawsuit against a major...more

Federal Court Rules that Receipt of "Wells Notice" Does Not Trigger Reporting Liability

On June 21, 2012, the U.S. District Court for the Southern District of New York ruled that a company's receipt of a "Wells Notice" from the SEC does not trigger a duty to disclose under Rule 10b-5 of the Exchange Act....more

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