News & Analysis as of

Fiduciary Duty Gross Negligence

Charles E. Rounds, Jr. - Suffolk University...

Trustee in breach of trust conveys trust property to a third party: Is the transferee a necessary party to an action for breach...

If the trustee in breach of trust conveys the trust property to a third party to the trust relationship, would the transferee be a necessary party to any action for breach of trust that the trust beneficiaries might bring?...more

Freiberger Haber LLP

Fraud Notes: Two Cases and The Examination of Scienter

Freiberger Haber LLP on

To state a cause of action for fraud, a plaintiff must allege “a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” The...more

Holland & Hart LLP

The Appeal of Nevada: Why Corporations are Heading West

Holland & Hart LLP on

More and more corporations are moving to Nevada. Is this because of the lack of corporate or franchise taxes associated with incorporating in the state or the lack of state income tax? Likely not (Nevada does not collect...more

Farrell Fritz, P.C.

Parallel Business and Matrimonial Divorce Proceedings

Farrell Fritz, P.C. on

Parallel business divorce proceedings in the same or different courts alleging overlapping or duplicative claims are common. When it occurs, judges must often determine whether to dispose of one so the other may proceed...more

Conyers

The Boundaries, and Benefits, of ‘Gross Negligence’ Under Cayman Islands Law

Conyers on

For many years, it has been standard industry practice in the Cayman Islands, as in similar jurisdictions, for company directors, corporate service providers, and professional service providers, to apportion risk between...more

Pillsbury - Policyholder Pulse blog

Strengthening Corporate Officer Protection: Delaware’s Updated Corporate Exculpation Law and Its Impact on D&O Liability Insurance

As the preferred place of incorporation for most U.S. companies, Delaware has long been a leader in the development of statutory and common law on corporate governance. In keeping with this role, the Delaware legislature...more

Morris James LLP

Delaware Superior Court Holds That Claim For Gross Negligence Against Corporate Managers Is An Equitable Claim For Breach Of...

Morris James LLP on

Techview Investments Ltd., v. Amstar Poland Property Fund I, L.P., C.A. No. N20C-11-229 EMD CCLD (Del. Super. Ct. Aug. 31, 2021) - The court's ability to hear actions is limited by their jurisdiction – both jurisdiction...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more

Goodwin

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.'s Billion Dollar...

Goodwin on

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision...more

Hinshaw & Culbertson - The LHD/ERISA Advisor

The LHD/ERISA Advisor - October 2020: Second Circuit Allows Breach of Fiduciary Duty Claim to Proceed Based on Misrepresentation...

In Sullivan-Mestecky v. Verizon Communs. Inc., 961 F.3d 91 (2d Cir. 2020), the Second Circuit held that a claim under Section 502(a)(3) of ERISA could proceed, where the beneficiary pled that the plan and its agents...more

Allen Matkins

Nevada Supreme Court: Gross Negligence Is Insufficient For Director Breach of Fiduciary Claims

Allen Matkins on

NRS 78.138(7)(b) provides that, with certain specific statutory exceptions, a director or officer of Nevada corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a...more

Winstead PC

The Texas Legislature Has Limited Discovery Of A Defendant’s Net Worth For Exemplary Damage Claims

Winstead PC on

Plaintiffs in civil litigation often seek punitive or exemplary damages. “Exemplary damages” means any damages awarded as a penalty or by way of punishment but not for compensatory purposes....more

Stinson - Corporate & Securities Law Blog

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more

A&O Shearman

Delaware Court Of Chancery Finds A Circumstantial Connection To Negative Corporate Developments Insufficient To Trigger Inspection...

A&O Shearman on

On February 12, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a books and records demand of a mattress company’s (the “Company”) stockholder in connection with the termination of the...more

Carlton Fields

District Of South Carolina Denies Motion To Dismiss Action Involving Fronting Relationship

Carlton Fields on

Applying Delaware law, a South Carolina District Court found Plaintiff had properly pled its causes of action for breach of contract, breach of fiduciary duty, negligence/gross negligence and negligent misrepresentation...more

Burr & Forman

Change in How SC Supreme Court Views Conspiracy Claims May be Coming

Burr & Forman on

As our various courts decide cases, we watch to see if there are any trends that seem to be developing or whether a case signals that the courts are beginning to change how they view a particular issue or type of case. We've...more

McGuireWoods LLP

Rural/Metro: Delaware Supreme Court Affirms $76 Million Award Against Financial Advisor: Holds That Financial Advisors Are Not...

McGuireWoods LLP on

On November 30, 2015, the Delaware Supreme Court issued an opinion affirming the Court of Chancery’s decision in In re Rural/Metro Corporation Stockholders Litigation. In the earlier decisions, the Court of Chancery found...more

Morris James LLP

Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

Morris James LLP on

This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Manatt, Phelps & Phillips, LLP

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Nossaman LLP

Limited Defenses Available Against FDIC As Receiver

Nossaman LLP on

As of August 2013, since the fallout from the recent financial crisis, the FDIC as receiver for failed banks has brought suit against former directors and officers of 76 failed institutions. These lawsuits are based on...more

Bilzin Sumberg

$2.8 Million First NLC Settlement

Bilzin Sumberg on

Fall-out from the subprime and Alt-A mortgage crisis continued recently with court approval of a multi-million dollar settlement of a lawsuit filed against former top officers of what had been one of the country’s leading...more

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