Fiduciary Duty

News & Analysis as of

Directors’ Alleged Breach Of Fiduciary Duty Not Subject To Anti-SLAPP Statute

A SLAPP is a strategic lawsuit against public participation. California enacted Code of Civil Procedure Section 425.16 as an antidote to SLAPP suits. In general, a SLAPP is subject to a special motion to strike unless the...more

Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers [Video]

With data breaches, cyberterrorism and governmental enforcement of the protection of privacy on the rise, corporations are facing an increased likelihood of claims, legal proceedings and costs. Without a proper understanding...more

Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations...more

Seeing the Retirement Plan Dentist to avoid a Plan Root Canal

About a dozen or so year ago, there was a medical report that dental plaque could cause heart disease. The cynic in me tells me that this was some sort of dental conspiracy to increase revenue as fluoridated water and other...more

The needs of the Plan outweigh the needs of the Plan Provider

A family member once said: “there are a lot of yous (sic) and only one me.” That may not be the nicest and most selfless thing to say, but that’s something retirement plan sponsors should think when it comes to the needs of...more

U.S. Appeals Court Affirms Judgment Against 401(k) Plan Fiduciaries for Excessive Recordkeeping Fees

On March 19, 2014, the U.S. Court of Appeals for the Eight Circuit (the “Appeals Court”) issued its highly anticipated ruling in the case of Tussey v. ABB, Inc., affirming a Missouri trial court’s $13.4 million judgment...more

Knowledge Of Executor’s Attorney Imputed To Executor For Claims Act Liability

Two individuals were appointed as co-executors of an estate. The decedent had not filed income taxes for a number of years. The attorneys prepared tax returns for the missing years, and the IRS assessed taxes against the...more

The Teflon Fiduciary: Could Your U.S. Adviser Avoid Responsibility For Bad Advice?

Ronald Reagan was referred to years ago as “the Teflon President” because voters never seemed to hold him responsible for his administration’s missteps. A significant decision on fiduciary status has just been issued by the...more

Massachusetts SJC Rules on Fiduciary Duties Owed to and By Shareholder-Employee in Closely Held Corporation

A recent decision by the Massachusetts Supreme Judicial Court (SJC), Selmark Associates v. Ehrlich, illustrates the complex web of fiduciary obligations owed to and by shareholder-employees in a closely held corporation under...more

Divisional Court Applies Supreme Court’s Guidance on Preferability and Certifies Claim Against Religious Boarding School

In Cavanaugh v. Grenville Christian College (“Cavanaugh”), a group of former students from an Anglican boarding school have alleged that they were subjected to systemic physical and psychological abuse to promote and...more

Municipal Securities Rulemaking Board Issues Draft Rule To Regulate Duties And Responsibilities Of Municipal Advisors

In a previous e-alert, dated February 5, 2014, we informed our clients that a range of municipal financial advisors, including banks, are now required to register with the Securities and Exchange Commission (the "Commission")...more

Corporate & Tax E-Note - March 27, 2014

In This Issue: - High Court Considers Whether Corporations Can Lie to Investors - Nasdaq Enters Pre-IPO Market with Private Exchange - Many Early-Stage Start-Ups Still Struggle to Get Funding - Venture...more

In re Rural Metro Corp. S'holders Litig., C.A. No. 6350-VCL (Del. Ch. Mar. 7, 2014) (Laster, V.C.)

In this post-trial decision, the Court of Chancery held a financial advisor liable for aiding and abetting breaches of fiduciary duty by a target board in the sale of the company. The Court concluded that the financial...more

Another Way To Become Personally Liable To A Multiemployer Plan

I have blogged in the past about individuals and businesses that are not signatories to a collective bargaining agreement being found liable for withdrawal liability imposed by multiemployer pension plans (plans jointly...more

Who’s in Charge – Is the Board Responsible to Monitor Its Financial Advisor or Vice Versa?

In the case of In re Rural Metro Corporation Stockholders Litigation, the Court of Chancery of the State of Delaware held that the primary financial advisor retained by Rural/Metro Corporation aided and abetted the board in...more

In Tiblier, Fifth Circuit Holds Investment Advisor Was Not a Fiduciary With Respect to Investment that Resulted in Plan Losses

The Fifth Circuit ruled last month that a plan investment advisor could not be held liable under ERISA for plan losses as a result of an investment, where the advisor did not act as a fiduciary with respect to that...more

Caspian Select Credit Master Fund Ltd. v. Key Plastics Corp., C.A. No. 8625-VCN (Del. Ch. Feb. 24, 2014) (Noble, V.C.)

In this letter opinion, the Court of Chancery granted plaintiff’s request for books and records pursuant to 8 Del. C. § 220. The stockholder plaintiff sought, among other things, to value its equity holding in Key Plastics...more

Intra-Company Disputes: Implications for the Attorney-Client Privilege and Fiduciary Duties

In the course of its decision in Chambers v. Gold Medal Bakery, Inc., the Supreme Judicial Court of Massachusetts highlights a number of important rules related to the attorney-client privilege, as well as various rights and...more

Delaware Court Holds Investment Banker Liable for Aiding and Abetting Buyout Target Board’s Breach of Fiduciary Duty

The Delaware Chancery Court recently held a respected investment banking firm liable for aiding and abetting breaches of fiduciary duty by the target company board in connection with an allegedly flawed sale process. The...more

Proxy Season Litigation Primer: Defending Shareholder Suits to Enjoin Annual Meetings for Allegedly Inadequate Disclosures...

Over the past few years, as plaintiffs have found it increasingly harder to succeed in “say-on-pay” litigation, another type of litigation over proxy disclosures has been on the rise. These cases are generally brought as...more

Hospital and Health System M&A Series: The Role of the Nonprofit Hospital Board in Consolidation Transactions

As the hospital consolidation market continues to grow, most consolidation transactions involve nonprofit health systems. Nonprofit boards of directors should prepare well in advance to evaluate consolidation opportunities...more

What Every California LCC Needs To Know About California's New Revised Uniform Limited Liability Company Act

New changes to California's limited liability company law affect many of the rules governing operation of limited liability companies ("LLCs"). These changes include the default provisions that automatically apply when the...more

Financial Advisor Found Liable for Aiding and Abetting Director Breaches of Fiduciary Duties in Connection With Cash-Out Merger -...

In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC (“RBC”) liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438...more

Delaware Court of Chancery Grants Summary Judgment Dismissing Breach of Fiduciary Duty Claims In Absence of Evidence of Directors’...

In In re Answers Corp. Shareholders Litigation, C.A. No. 6170-VCN, 2014 WL 463163 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery (Noble, V.C.) granted summary judgment in favor of defendants in a stockholder class...more

Ready or Not, the New California LLC Law is Here

The California Revised Uniform Limited Liability Company Act was effective January 1, 2014 and is codified as new Title 2.6 of the California Corporations Code starting at Section 17701. The new law incorporates a more robust...more

387 Results
|
View per page
Page: of 16