News & Analysis as of

Fiduciary Duty Federal Rule 12(b)(6)

Winstead PC

Federal Court Holds That Texas Does Not Have An Independent Aiding And Abetting Claim For Breach Of Fiduciary Duty But Holds That...

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In Taylor v. Rothstein Kass & Co., PLLC, a receiver for a failed business sued an accounting firm for various claims arising from the auditor’s issuance of a clean audit report concerning certain financial statements. No....more

Morris James LLP

Chancery Examines Framework of Fiduciary Disclosure Obligations in Soliciting Private Investments

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Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019). This opinion decides a motion to dismiss fraud and related tort claims arising out of various investments against a former director and CEO and an...more

Morris James LLP

Chancery Addresses the Direct and Derivative Claim Distinction and Demand Futility in the LLC Context

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Stone & Paper Investors LLC v. Blanch, C.A. No. 2018-0394-TMR (Del. Ch. May 31, 2019). Plaintiff sued Defendants, who were supposed to manage the parties’ limited liability company, directly and derivatively for breaching...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

District Court in California Denies Motion to Dismiss, Finds an Independent Review Organization to Be a Functional Fiduciary Under...

In Josef K. v. California Physicians’ Service, No. 18-cv-06385-YGR (U.S. District Court for the Northern District of California, June 3, 2019), Judge Yvonne Gonzalez Rogers concluded that an independent medical review (IMR)...more

Fox Rothschild LLP

Supreme Court Gets Down To Business—Business Court Cases, That Is

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With the reworking of N.C.G.S. § 7A-27 to provide a direct appeal to the Supreme Court of North Carolina from certain orders of the North Carolina Business Court, it was expected that our State’s highest court would start...more

Fox Rothschild LLP

Bankruptcy Court Grants Motion To Dismiss Based Upon Affirmative Defense

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When deciding a motion to dismiss a complaint pursuant to Federal R. Bankr. 7008, which incorporates Rule 12(b)(6), a court must accept all factual allegations in the complaint as true and construe all inferences from those...more

Bass, Berry & Sims PLC

Chris Lazarini Comments on Fiduciary Duty in ERISA Plan Management

Bass, Berry & Sims attorney Chris Lazarini commented on a putative ERISA class action case brought against several banks and their affiliates alleging breach of fiduciary duty or for knowing participation in prohibited...more

King & Spalding

Fifth Circuit Reverses District Court’s Ruling that Required Hospital to Plead Specific Plan Language to State a Claim For ERISA...

King & Spalding on

On June 12, 2018, the United States Court of Appeals for the Fifth Circuit issued a ruling in Innova Hospital San Antonio, L.P. v. Blue Cross and Blue Shield of Georgia, Inc., et al. that clarified the scope of what a...more

Morris James LLP

Court of Chancery Dismisses Derivative Action for Failure to Plead Demand Futility

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A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty...more

Morris James LLP

Court Of Chancery Again Explains Scope Of The Corwin Doctrine

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This is one of two recent Court of Chancery decisions explaining that the Corwin case really does mean that there is an “irrebuttable business judgment rule” that bars challenges to a merger approved by a majority of the...more

Morris James LLP

Chancery Analyzes Limits of 'Reasonable Conceivability'

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In 2011, the Delaware Supreme Court in Central Mortgage v. Morgan Stanley Mortgage Capital Holdings, 27 A.3d 531, 537 (Del. 2011), unequivocally stated that the "pleading standard in Delaware to survive a motion to dismiss is...more

Morris James LLP

Court Of Chancery Explains Jurisdiction For Veil-Piercing

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This is an interesting decision for its discussion on what must be pled to obtain Chancery jurisdiction in a claim seeking to pierce the corporate veil. It is not enough to just allege the entity was used to defraud. Rather,...more

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