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?
In this memorandum opinion, the Court of Chancery granted summary judgment in favor of defendants on claims alleging that directors acted in bad faith by favoring a bidder in a sale process for reasons other than the pursuit...more
Following the Utah Supreme Court’s decision in Davencourt at Pilgrim’s Landing Homeowners’ Association v. Davencourt at Pilgrim’s Landing, which clarified the law regarding the claims for which homeowner’s associations (HOAs)...more
The U.S. Court of Appeals for the Second Circuit recently clarified the elements required to hold a tippee liable for insider trading: a tippee cannot be held liable unless the Government proves that the tippee knew both (i)...more
In this memorandum opinion, the Court of Chancery partially granted defendants’ motion to dismiss, holding that (i) plaintiff had stated a claim for breach of fiduciary duty against the Director Defendants because it was...more
On November 25, 2014, the Delaware Court of Chancery issued a decision in In Re Comverge, Inc. Shareholders Litigation, which: (1) dismissed claims that the Comverge board of directors conducted a flawed sales process and...more
In this memorandum opinion, the Court of Chancery held that plaintiff stockholders failed to plead particularized facts sufficient to demonstrate demand futility and dismissed the plaintiffs’ fiduciary duty, aiding and...more
Plaintiff Kristopher Towles, the son of a deceased participant of a life insurance plan, challenged the plan’s decision to pay the life insurance proceeds to the deceased’s husband, contending that the beneficiary form...more
In a case of first impression in California, Edwards Wildman Palmer LLP v. Superior Court (No. B255182 - filed November 25, 2014), Division Three of the Second District Court of Appeal addressed the question of whether the...more
We have previously commented on the lock-up requirement in connection with IPOs and noted that it has become somewhat more frequent for underwriters to release issuers and/or their shareholders (including directors and...more
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
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