Fiduciary Duty

DOL Releases Fiduciary Tips for Selecting Target Date Funds

by Thomas Hoeker, Kevin J. Hogan | Snell & Wilmer L.L.P. on 5/21/2013

In recent years, target date funds (TDFs) have become a popular investment option for many 401(k) plan participants. By investing in a mix of stocks, bonds and other investments, often through investments in other mutual...more

Good Governance for General Counsel: What Your Board Needs to Know Now

by Ober|Kaler on 5/18/2013

A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more

Why Retirement Plan Sponsors are Always on the Hook for Liability

by Ary Rosenbaum on 5/14/2013

Whoever said the road to hell is paved with good intentions might have been a retirement plan sponsor. While setting up a retirement plan is a good intention, a plan sponsor’s lack of diligence in reviewing what is going on...more

Whose Standing Is It, Anyway?

by Andrea Smith | Carr, McClellan, Ingersoll, Thompson & Horn -... on 5/13/2013

Does the trustee of a revocable trust ever have a duty to account to the remainder beneficiaries of the trust? The Supreme Court of California says yes, but not until after the death of the settlor. In a recent decision, In...more

Capital Infusion - May 2013: Case Spotlight

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/9/2013

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more

Second Circuit Further Curtails Duty of Prudence Claims in Saint Vincent Catholic Medical Centers v. Morgan Stanley

by Jennifer Clark, Angelo Savino | Cozen O'Connor on 5/8/2013

In a line of recent cases, the 2nd Circuit has limited ERISA plaintiffs’ claims for breach of the duty of prudence by holding that investments of benefit plan funds in employer securities pursuant to plans calling for such...more

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 5/8/2013

In this opinion, the Court of Chancery, applying the “special facts doctrine,” rejected the plaintiffs’ claims for breach of the fiduciary duty of loyalty against the defendants arising out of sales of the plaintiffs’ stock...more

Blaustein, et al. v. Lord Baltimore Capital Corp., et al., C.A. No. 6685-VCN, (Del. Ch. Apr. 30, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

Settlements Redux: A Brief Follow-Up From My Bankruptcy Post

by Kenneth Vanko | Clingen Callow & McLean, LLC on 4/30/2013

I received a number of e-mails on my three-part series on settlements, which ran over the past few weeks. Of those e-mails, several dealt with a topic I raised in Part 3 - accounting for the possibility of a settling...more

Mississippi Court Holds D&O Policy Not Triggered By Real Estate Scheme

by Traub Lieberman Straus & Shrewsberry LLP on 4/26/2013

In its recent decision in State Farm Fire & Cas. Co. v. Anderson, 2013 U.S. Dist. LEXIS 57837 (S.D. Miss. Apr. 23, 2013), the United States District Court for the Southern District of Mississippi had occasion to consider...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Settlements (Part 3 of 3): Dealing With a Defendant's Bankruptcy in Non-Compete Litigation

by Kenneth Vanko | Clingen Callow & McLean, LLC on 4/17/2013

This is largely a plaintiff-centric column, offering some practical points to consider when assessing the risk of bankruptcy in connection with non-compete (or other competition) litigation. Though many non-compete suits...more

Don’t Get Screwed by Your Spouse on Tax Day

by Aaron Kase | Lawyers.com on 4/15/2013

Tax day is Apr. 15, as many consumers making last-minute trips to the post office are already painfully aware. What some people might not realize is that tax day may be the day that they get screwed over financially by their...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

Drowning in a Sea of Tort: The Florida Supreme Court Reels in the Economic Loss Rule

by April Boyer, Stephanie Moot | K&L Gates LLP on 4/10/2013

On March 7, 2013, the Florida Supreme Court in Tiara Condominium Assoc., Inc. v. Marsh & McLennan Companies, Inc. expressly limited the application of the economic loss rule to products liability cases. 2013 WL 828003 (Fla....more

The Worthlessness of The 401(k) Fiduciary Warranty

by Ary Rosenbaum on 4/9/2013

When it comes to selling products and services, marketing is everything. Marketing can help push a product or service into popularity, regardless of whether it’s good or not. Spuds MacKenzie was such great marketing; it made...more

The Cahill Prosecution In Massachusetts: Vagueness Is Still A Problem After Skilling

by Jonathan Sack | Morvillo Abramowitz Grand Iason & Anello P.C.... on 4/4/2013

Vagueness is a common problem in white-collar criminal cases. In many instances the line between legal and illegal conduct is blurry at best. This means that someone could face prosecution, a damaged reputation, loss of...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

by Michael D. Redondo | Holland & Knight LLP on 4/4/2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Ninth Circuit Decides Selection Of Retail Mutual Funds Was A Breach Of Fiduciary Duty

by Jeffrey P. Cairns | Leonard, Street and Deinard - Employee... on 4/2/2013

On March 21, 2013 the Ninth Circuit Court of Appeals issued its opinion in Tibble v. Edison International, in which the Court ruled that the plan fiduciaries of the Edison 401(k) Savings Plan (the “Plan”) had breached their...more

U.S. Supreme Court Invites Solicitor General’s Views on Whether to Grant Review of Case Addressing Two Key Issues in ERISA...

by Paul Flum, Raymond Hasu | Morrison & Foerster LLP on 4/1/2013

On March 25, 2013, the U.S. Supreme Court invited the U.S. Solicitor General to express its views on whether the Court should grant a certiorari petition in Dudenhoeffer v. Fifth Third Bancorp, et al., No. 12-751. Although...more

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