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Fiduciary Duty Failure To Disclose

Patton Sullivan Brodehl LLP

LLC Member Acting for LLC Without Authority Is Not “Protected Activity” Under California’s Anti-SLAPP Statute

California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition (litigation) or...more

Vinson & Elkins LLP

Takeaways From the Delaware Court of Chancery’s First Dismissal of MultiPlan-style SPAC Challenge

Vinson & Elkins LLP on

Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging...more

Goodwin

SEC Announces the First Enforcement Action under the New Marketing Rule

Goodwin on

The U.S. Securities and Exchange Commission (the “SEC”) announced on August 21, 2023 that it has settled with a FinTech registered investment adviser (the “Adviser”) that offers multiple investment strategies, including a...more

Seward & Kissel LLP

SEC Charges Schwab for Misleading Investors about Robo-Adviser’s Fees

Seward & Kissel LLP on

On June 13, 2022, the Securities and Exchange Commission (“SEC”) entered a settled order (“Order”) against three of The Charles Schwab Corporation’s investment adviser subsidiaries (collectively, “Schwab”) on charges that...more

Miller Canfield

Sixth Circuit Decision Highlights Fiduciary Duties in Handling Premiums and Disclosing Information

Miller Canfield on

Key Takeaways - ..Mishandling of premiums can lead to breach of fiduciary duty claims under ERISA against employers. ..Information beyond what is required to be disclosed by ERISA may need to be provided by plan...more

Gray Reed

Delaware Court Subjects de-SPAC Transaction to Entire Fairness Standard of Review

Gray Reed on

In In re MultiPlan Corp. Stockholders Litigation, the Delaware Court of Chancery denied defendants’ motions to dismiss and ruled that the plaintiffs’ may proceed with their claims that a the insiders of a special purpose...more

Dechert LLP

Delaware Court of Chancery Issues First Decision Addressing Directors’ Fiduciary Duties in a De-SPAC Merger

Dechert LLP on

The Delaware Court of Chancery addressed for the first time fundamental precepts of Delaware law in the context of a special purpose acquisition company (“SPAC”) on January 3, 2021. In In re MultiPlan Corp. Stockholders...more

Stinson - Corporate & Securities Law Blog

Audit Committee Not Liable for Earnings Release

Stockholders of Zimmer Biomet Holdings, Inc., brought a derivative law suit.  Zimmer is a company that manufactures and markets various products in the highly regulated medical device industry. The plaintiffs’ claims stemmed...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Stinson - Corporate & Securities Law Blog

Director’s Undisclosed Conflict Prevents Application of Business Judgment Rule in Acquisition

City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited...more

Stinson - Corporate & Securities Law Blog

Court Dismisses Claim Against Board for Optimistic Earnings Guidance

In early 2016, the camera manufacturer, GoPro, Inc. planned to roll out two new products to the market, a drone that would house state of the art GoPro cameras and the latest iteration of its signature wearable camera. GoPro...more

Burr & Forman

If Your Retirement Plan Holds Employer Securities, Keep an Eye on the Jander Case

Burr & Forman on

“Employer securities” in retirement plans have been the source of a significant amount of litigation under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In general, “employer securities” are...more

Locke Lord LLP

U.S. Supreme Court Remands “Stock Drop” Case Back to Second Circuit

Locke Lord LLP on

The United States Supreme Court, in a per curiam decision, declined to address whether plan participants sufficiently alleged breach of fiduciary duty claims under the Employee Retirement Income Security Act of 1974, as...more

ArentFox Schiff

Supreme Court Opinion Sheds No Light on Elusive Stock-Drop Pleading Standard

ArentFox Schiff on

In January, the Supreme Court issued its highly anticipated opinion in Retirement Plans Committee of IBM v. Jander, No. 18-1165, a case that promised to clarify the pleading standard applicable to ERISA stock-drop cases. But...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Groom Law Group, Chartered

Supreme Court Vacates & Remands Plaintiff-Friendly Ruling in IBM “Stock Drop” Litigation

Brief Takeaway:  Plan sponsors that offer employer stock in their benefit plans can breathe a sigh of relief, as the Supreme Court vacated one of the only plaintiff-friendly rulings in ERISA “stock drop” litigation.  ...more

Dorsey & Whitney LLP

The Supreme Court - January 14, 2020

Dorsey & Whitney LLP on

Today, the Supreme Court of the United States issued two opinions: Ritzen Group, Inc. v. Jackson Masonry, LLC, No. 18-938: After petitioner Ritzen Group brought a breach of contract claim against respondent Jackson Masonry...more

Holland & Hart - The Benefits Dial

E is for ERISA, That’s Good Enough for Me: Supreme Court remands IBM v. Jander back to Second Circuit

The United States Supreme Court issued a per curiam opinion on Tuesday in Retirement Plans Committee of IBM v Jander, punting back to the court of appeals the determination of whether plan fiduciaries can be liable under...more

Faegre Drinker Biddle & Reath LLP

Supreme Court Decides Retirement Plans Committee of IBM v. Jander

On January 14, 2020, the Supreme Court of the United States decided Retirement Plans Committee of IBM v. Jander, No. 18-1165, remanding the case to the Second Circuit Court of Appeals to decide whether to address the views of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Declines To Rule on ERISA Breach of Fiduciary Duty Pleading Standard for ESOP Cases

The U.S. Supreme Court today in Retirement Plans Committee of IBM v. Jander, No. 18-1165 (2020) (per curiam), declined to resolve questions about the pleading standard for a breach of fiduciary duty claim against fiduciaries...more

Kramer Levin Naftalis & Frankel LLP

SEC Sues Investment Adviser for Nondisclosure of Revenue Sharing Agreement Details

On Aug. 1, the Securities and Exchange Commission (the SEC) charged Commonwealth Equity Services LLC, dba Commonwealth Financial Network (Commonwealth), a registered independent investment adviser to private clients (but not...more

Snell & Wilmer

That’s Common Knowledge! Failure to Designate an Expert Witness in a Professional Negligence Case is Not Fatal Where “Common...

Snell & Wilmer on

In reversing summary judgment for defendants, the California Fourth District Court of Appeal recently held that homeowners suing their real estate broker for negligence did not need an expert witness to establish the elements...more

A&O Shearman

SEC Settles Charges Against Investment Advisers And Returns $125 Million To Investors

A&O Shearman on

On March 11, 2019, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against 79 investment advisers as part of its Share Class Selection Disclosure Initiative (the “Initiative”), which was...more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

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