The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Fiduciary Out
Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers
The 2013 Amendments to the Delaware General Corporation Law
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Employers must compete in the marketplace for talented employees at every level—both in recruitment and retention. It is thus in employers’ best interests to provide employee benefit plans that are attractive to employees and...more
On November 10, the NCUA announced the filing of a complaint against a large national bank for its alleged failure to fulfill its duties as a trustee for 121 residential mortgage-backed securities trusts. The NCUA claimed...more
You can’t make this stuff up. Last Monday a federal court in Rhode Island ordered two insurance companies to pay a $30 million claim by hospital management company Lifespan Corp. Lifespan filed the claim after being ordered...more
In This Issue:
Fort Worth Emps. Ret. Fund v. J.P. Morgan Chase & Co., No. 09-cv-3701 (JPO) (S.D.N.Y. Sept. 30, 2014)
..Freedman v. Weatherford Int’l Ltd., No. 12...more
In North Carolina, an accounting firm now owes a fiduciary duty to its audit client, both as a matter of law and as a matter of fact.
On November 4, 2014, a North Carolina appellate court held — for the first time —...more
Plan fiduciaries may create a fiduciary duty in stock drop cases by incorporating filings with the Securities and Exchange Commission into the Summary Plan Description.
We have been waiting for the Ninth Circuit to...more
On October 24, the Delaware Court of Chancery dismissed a lawsuit filed by certain minority stockholders of Crimson Exploration, Inc. in In re: Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541-VCP (Del. Ch. Oct...more
In a recent decision, the Delaware Court of Chancery (Parsons, V.C.) dismissed a shareholder class action complaint alleging that a target company’s board of directors and private equity firm controlling stockholder breached...more
The Department of Labor (DOL) Field Assistance Bulletin (FAB) 2014-01 provides guidance on (1) how fiduciaries should go about searching for missing participants or beneficiaries in terminated defined contribution plans; and...more
We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their...more
"A municipal advisor and any person associated with such municipal advisor shall be deemed to have a fiduciary duty to any municipal entity for whom such municipal advisor acts as a municipal...more
In Quadrant Structured Products Co. v. Vertin, C.A. No. 6990-VCL, 2014 Del. Ch. LEXIS 193 (Del. Ch. Oct. 1, 2014), the Delaware Court of Chancery held that when creditors of insolvent firms assert derivative claims, they need...more
Plan sponsors should replace the Bad Plan Decision Makers.
It's time for them to go.
If your company's retirement plan got into some trouble because the powers that be who run the plan (whether it's the C.E.O.,...more
In March 2014, Vice Chancellor Laster of the Court of Chancery of the State of Delaware issued an opinion finding Rural/Metro Corporation’s lead financial advisor liable for aiding and abetting breaches of fiduciary duty by...more
In this issue:
- Delaware Legislative Update
- Amendments to DGCL Effective August 1, 2014
- News from the Courts
- Additional Guidance on Kahn v. M&F Worldwide Corp.
The Supreme Court is poised to address whether fiduciaries' decisions—especially in using fee sharing arrangements—are subject to deference when challenged. The Eighth and Ninth Circuit courts recently decided these issues,...more
The ideal individual trustee has a wide variety of real world experience and judgment that can only be acquired over decades. Thus, many trustees are middle-aged or older at the start of their tenure. While some people remain...more
In Laborers’ Local 265 Pension Fund v. iShares Trust, No. 13-6486, 2014 U.S. App. LEXIS 18627 (6th Cir. Sept. 30, 2014), the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of claims alleging...more
When we were children, our mothers told us stories that we believed to be true because we always believed what our parents were telling us was the truth. Part of growing up is realizing that a good chunk of what your mom told...more
On October 2, 2014, the Supreme Court of the United States granted the plaintiffs’ petition for a writ of certiorari in Tibble v. Edison International to answer “Whether a claim that [Employee Retirement Income Security Act]...more
A case against a hedge fund, and one of its partners and in-house counsel, related to actions at a portfolio company and alleging breach of fiduciary duties survived a motion to dismiss. The portfolio company, alleged to be...more
Traditionally, a person’s most valuable assets to be distributed upon death consisted of tangible items such as real property, cash, jewelry and personal effects of sentimental value like photographs and letters. However, the...more
The First Circuit recently decided two ERISA cases challenging the use of retained asset accounts in favor of the insurer-defendants. The decisions are Merrimon v. Unum Life Ins. Co. of Am., 758 F.3d 46, 50 (1st Cir. 2014)...more
Ruling in a case of first impression, the Sixth Circuit rejected an implied cause of action under Section 36(a) of the Investment Company Act of 1940, 15 U.S.C. § 80a-1 et seq. Although the Circuits remain split, recent...more
In This Issue:
- IN THE SPOTLIGHT
..Standard CGL Policy Form Adds Data Breach Coverage Exclusion
- LIFE INSURANCE
..Class Claims Against Lincoln National Barred in Section 419 Action – Again
Back to Top