News & Analysis as of

Fiduciary Duty

Tenth Circuit Upholds Confirmation Of Arbitral Award In LLC Dissolution Dispute

by Carlton Fields on

The Tenth Circuit recently affirmed a district court’s confirmation of an arbitration award in a dispute regarding the dissolution of Knowledge Strategy Solutions, LLC (“KSS”). KSS was a partnership between the professional...more

The DOL Fiduciary Rule: Charting a Course, Avoiding Collisions & Potential Litigation - Q&A on IRA Transactions

by Carlton Fields on

Previously, I wrote about potential litigation under the Department of Labor’s then proposed fiduciary rule (see Expect Focus, Vol. II, 2015). I predicted the following as to sales of index annuities to IRAs if the rule was...more

Dallas Court of Appeals Reverses Partnership Verdict: Preliminary Agreements Precluded Partnership

by Bracewell LLP on

On Tuesday, July 18, 2017, the Dallas Court of Appeals reversed a $535 million judgment against Enterprise Products Partners, L.P. (Enterprise), finding that unfulfilled conditions precedent in Enterprise’s written agreements...more

Checklist for Strengthening Your Defenses to 401(k) Plan Class Actions

The last ten years have seen a proliferation of high-profile class actions alleging breach of ERISA fiduciary duties of prudence and loyalty against plan fiduciaries. The claims are usually based upon alleged excessive...more

Pipeline Partnership Verdict Reversed

by Gray Reed & McGraw on

Enterprise Products Partners, L.P. et al v. Energy Transfer Partners, L.P. et al reversed one of the largest jury verdicts in Texas history. You will like this decision if... ...more

You’ve Got (E-)Mail! Can Your Survivors Access It After Your Death?

by Farrell Fritz, P.C. on

E-mail is seemingly omnipresent. Day in and day out, we use it in our business, social, and personal affairs. Yet, the improvements to the technology associated with e-mail have far outpaced the development of the law...more

Who Is My Neighbour? Ontario Court Rejects a Duty of Care to Employees of Foreign Suppliers

The Ontario Superior Court of Justice recently dismissed a proposed class action arising out of the collapse of a manufacturing facility in Bangladesh. On July 5, 2017, in Das v. George Weston Limited (Das), the court found...more

The ESOP Class Action: An Existential Threat To The ESOP Community

by Fox Rothschild LLP on

In recent years, many sponsors and trustees had to defend investigations from the U.S. Department of Labor (DOL) in connection with transactions in which company shares were sold to an Employee Stock Ownership Plan (ESOP). In...more

Court Addresses Formation of Accidental Partnerships in Long-Awaited Enterprise v. Energy Transfer Appeal

by Locke Lord LLP on

The Dallas Court of Appeals yesterday issued its opinion in Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P. , in which the court reversed a judgment of more than $500,000,000 rendered after a jury...more

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: D&O Insurance Coverage - How Careful Should the Drafting Be?...

by Dechert LLP on

Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more

How Key is the Employee? Identifying When an Employee is a Fiduciary

by Field Law on

A fiduciary employee is an employee trusted with a measure of responsibility by their employer. This in turn creates corresponding duties owed by the fiduciary that go over and above those normally owed by an employee to an...more

Delaware Chancery Court Dismisses Post-Closing Challenge To Two-Step Merger Under Corwin Finding Tendering Stockholders Were Fully...

by Shearman & Sterling LLP on

On July 13, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a former stockholder’s breach of fiduciary duty claims against the former directors of Diamond Resorts International...more

Under Delaware Law, the Occurrence of Alleged Illegal Conduct at a Company Is Not Enough to Plead Demand Futility Sufficient to...

In a shareholder derivative action, to survive a motion to dismiss for failure to plead facts showing demand futility, a derivative plaintiff must plead particularized facts showing either actual involvement by a majority of...more

More on King v. Bryant and Health Care Arbitration Agreements

by Ward and Smith, P.A. on

As discussed in an earlier article, the North Carolina Supreme Court recently held, in King v. Bryant, that physicians have a fiduciary relationship with their patients due to the special relationship of trust and confidence...more

Motions For Leave to Renew: The Requirement Often Overlooked

by Farrell Fritz, P.C. on

A motion for leave to renew must be based upon new evidence or a change in the law that would change the prior determination and must contain a reasonable justification for failure to present such facts on the prior motion....more

Important Changes To The Illinois LLC Act

by Fox Rothschild LLP on

Changes to the Illinois Limited Liability Company Act that took effect on July 1, 2017 may impact either your current Illinois LLCs or your future ventures. The changes generally conformed Illinois law more closely to a model...more

Sixth Circuit’s holding that debtor in possession and liquidating trustee are one in the same for purposes of...

by Butler Snow LLP on

The Sixth Circuit Court of Appeals recently took up the controversial issue of whether a liquidating trustee’s lawsuit, alleging breach of fiduciary duty against a corporate debtor’s officers, falls within the...more

Funds Talk: July 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017) (“ODN”), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by...more

No Fiduciary Duty Between Lead and Participants

by Bryan Cave on

A recent decision out of federal court arising out of litigation involving a Ponzi scheme has reinforced the principle that the lead in a loan participation does not owe a fiduciary duty to participants. The case of Finn v....more

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

Chipping Away - Does the DOL's Fiduciary Rule Continue to Be on the Chopping Block?

by Dechert LLP on

The U.S. Department of Labor (the “DOL”) published in the Federal Register on July 6, 2017 a Request for Information (the “RFI”) regarding the final regulation defining who is a “fiduciary” of an employee benefit plan as a...more

Court Reverses Summary Judgment For Directors Because They Could Not Consent To Their Own Breaches of Fiduciary Duty

by Winstead PC on

In Corley v. Hendricks, three individuals (Gaylen, Dan, and Corley) operated a business as shareholders, officers, and directors. No. 02-16-00293-CV, 2017 Tex. App. LEXIS 3846 (Tex. App.—Fort Worth April 27, 2017, no pet....more

Debt Dialogue: June 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by selling...more

Chris Lazarini Analyzes Contractual v. Fiduciary Obligations

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which plaintiff claimed breach of contract when her investment advisor did not transfer funds in a timely manner. The trial court and court of appeals awarded...more

Commercial Division Flags Novel Issue of Reasonable Reliance In LLC Member Battle

In PMC Aviation 2012-1 LLC et al. v. Jet Midwest Group, LLC et al., No. 654047/2015, BL221447 (Sup. Ct. Jun. 21, 2017), Commercial Division Justice Shirley Kornreich denied a motion to dismiss a fraudulent inducement claim by...more

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