Fiduciary Duty

News & Analysis as of

Reminder to Delaware Corporations of New Statute Effective Aug. 1, 2015 – Time to Amend Your Bylaws to Authorize Delaware as the...

A great deal of attention has been paid over the past few years to efforts made by corporations to control in which courts fiduciary duty and other claims may be brought against directors and officers. Effective August 1,...more

United States Supreme Court Poised to Address Standard for Insider Trading Following Second Circuit's Decision in United States v....

Today, the Solicitor General filed a petition for a writ of certiorari in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), asking the United States Supreme Court to address the standard for insider trading in a...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Employee Benefits Developments - July 2015

Second Circuit Holds That Posthumous QDROs Are Valid. Yale-New Haven Hospital brought an action in federal court to resolve competing claims by a former spouse of a deceased participant and the deceased participant’s...more

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more

Claiming Tipper Received No Benefit, Defendant Invokes Newman in Seeking to Dismiss Insider Trading Allegations

A defendant in an insider trading case who allegedly profited from his inside knowledge recently filed a motion to dismiss in the US District Court for the District of Rhode Island to drop him from a Securities and Exchange...more

Benefits Litigation Update – July 2015

Welcome to the new, rejuvenated version of the Benefits Litigation Update, which we bring you jointly with the law firm of Epstein Becker Green. Our goal is to provide a concise and, we hope, insightful glimpse into recent...more

Tenth Circuit Addresses ERISA Limitations Provision in Class Action Decision

In Fulghum v. Embarq. Corp., 785 F.3d 395 (10th Cir. 2015), the Tenth Circuit Court of Appeals considered the claims of a class of telephone company retirees whose life and health insurance benefits were reduced or eliminated...more

The Top 7 Concerns for Employee Benefits Administrators

For years, employers have been getting a free pass from the courts for a number of different violations of the Employee Retirement Income Security Act of 1974 ("ERISA") relating to the operation of retirement, medical,...more

Delaware Expands Jurisdiction Over Directors

A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10...more

Directors’ Duties and Obligations Under Cayman Islands Law

There is no statutory codification in the Cayman Islands of the general duties, obligations and liabilities owed by directors to Cayman companies and the general duties are based on a combination of English common law,...more

Changes to the Terms of BCBSM’s Administrative Services Contracts in the Wake of Hidden Fees Suits

Effective January 1, 2016, Blue Cross Blue Shield of Michigan ("BCBSM") will implement significant changes to the Administrative Services Contracts ("ASCs") issued to its self-funded customers. Notably, BCBSM has attempted to...more

Tory Burch Protects Her Brand

The barrage of counterfeit jewelry products bearing the “Isis Cross” will cease! After more than two years of battling with counterfeiters, Tory Burch, LLC and its subsidiary (“Tory Burch”) secured a $41 million judgment and...more

Maryland District Court Grants Insurer’s Motion to Dismiss Payee’s Counterclaims and Awards Attorney Fees in Interpleader

On July 1, 2015, the United States District Court for the District of Maryland issued an opinion granting Connecticut General Life Insurance Company’s (“CGLIC”) motion to dismiss a payee’s claims for breach of contract and...more

CMS Investment Holdings, LLC v. Castle et al., C.A. No. 9468–VCP (Del. Ch. June 23, 2015) (Parsons, VC)

In this decision, the Delaware Court of Chancery largely declined to dismiss claims for breach of a limited liability company agreement, breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach...more

Analysis: Impact of the DOL’s Fiduciary Proposal on Participant Investment Advice

This paper explains the basis for our conclusions about the impact on the investment recommendations to participants of the Department of Labor’s (DOL) proposal to amend the fiduciary investment advice regulation and to...more

Focus on Private Equity - July 2015

What Private Equity Funds Should Know About ERISA: Basics of ERISA Coverage - The Employee Retirement Income Security Act of 1974, as amended (ERISA) imposes numerous duties on fiduciaries holding employee benefit...more

The DOL and the Proposed Fiduciary Rule: A Prediction

Public comments regarding the Department of Labor’s proposed new fiduciary rule were due and the process will continue. I have said all along that the Department of Labor (DOL) will get a new fiduciary rule in place...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

Third Circuit Rules That Actual Harm Needed for Monetary Equitable Remedy

The Third Circuit recently held that a plaintiff was not entitled to a monetary, equitable remedy under ERISA § 502(a)(3) where he failed to prove actual harm. Perelman v. Perelman, Nos. 14–1663, 14–2742, 2015 WL 4174537 (3d...more

SEC's Warning — Fund Trustees Are Fair Game

In a cease-and-desist order entered on June 17, 2015, the U.S. Securities and Exchange Commission found that a fund adviser, two independent trustees and an inside trustee willfully violated Section 15(c) of the Investment...more

Trustee Duties are Not for the Faint of Heart

One of the most important and farthest-reaching decisions involved in the creation of a trust is the naming of a trustee. It may seem simple enough at the outset to choose either oneself or a family member in place of a...more

Seeking Guidance In Fiduciary Duty Compliance? Work With Experienced Attorney

In our last post, we spoke about the importance of businesses being aware of their fiduciary responsibilities and establishing solid compliance policies to ensure they are meeting their legal obligations. One area where this...more

SEC Steps Up Scrutiny On Private Fund Fee Allocation Practices

In two recent cases, the Securities and Exchange Commission (the SEC) has made clear that it has increased its focus on private funds and their allocation of fees and expenses. In the most recent, the SEC entered an order on...more

SEC Enforcement Action Signifies the Need for Investment Advisers to Adopt Written Expense Allocation Policies

On June 29, the Securities and Exchange Commission charged Kohlberg Kravis Roberts & Co. (KKR) with violations of Sections 206(2) and 206(4) of the Investment Advisers Act of 1940, as amended, and Rule 206(4)-7 thereunder for...more

828 Results
|
View per page
Page: of 34

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×