News & Analysis as of

Misrepresentation Due Diligence

Freiberger Haber LLP

Pleading Reasonable Reliance Is “Always Nettlesome”

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By: Jeffrey M. Haber In TD Bank, N.A. v. Keenan, 2023 N.Y. Slip Op. 06158 (2d Dept. Nov. 29, 2023) (here), the Appellate Division, Second Department examined the often “nettlesome” question of whether a plaintiff claiming...more

Foley & Lardner LLP

Navigating the AI Frontier: Legal and Operational Insights Into Generative AI

Foley & Lardner LLP on

In our ever-changing technological environment, artificial intelligence (AI) is beginning to exert its influence on numerous sectors, revolutionizing our approach to work. As businesses and organizations worldwide adopt...more

Morrison & Foerster LLP

Advance Notice Bylaws and the Increasing Number of Stockholder Director Nominations That Are Rejected by the Target Companies

This year’s proxy season saw a significant increase in the number of companies rejecting director nominations by dissident stockholders due to purported non-compliance with the company’s advance notice bylaws....more

Bennett Jones LLP

Entire Agreement Clause and Due Diligence Cannot Oust Fraudulent Misrepresentation

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The defence of misrepresentation is still alive in circumstances involving entire agreement clauses and opportunities for due diligence, the Ontario Court of Appeal recently held in 10443204 Canada Inc. v 2701835 Ontario...more

Goodwin

Key Issues From a Summary of the Findings in the Claim Brought by HP Following the Troubled Purchase of Autonomy

Goodwin on

Following a nine month trial in 2019, Mr. Justice Hildyard released a summary of his conclusions at the end of January 2021 regarding the proceedings brought by Hewlett-Packard (“HP”) (as well as a number of related entities)...more

Fitch, Even, Tabin & Flannery LLP

Federal Circuit Affirms Decision to Vacate Judgment Following Evidence of Fraud

On May 5, in Cap Export, LLC v. Zinus, Inc., the Federal Circuit held that a district court properly vacated its earlier judgment of infringement in favor of Zinus after evidence came to light that Zinus’s president gave...more

Schwabe, Williamson & Wyatt PC

Latest Federal Court Cases - May 2021 #2

Cap Export, LLC v. Zinus, Inc., Appeal No. 2020-2087 (Fed. Cir. May 5, 2021) - The Federal Circuit issued a single precedential patent case this week. The district court set aside a judgement and injunction originally in...more

Lewitt Hackman

Franchisee 101: Expo is No Excuse

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A federal court in Missouri ruled that a franchisee’s fraud claim cannot be based on the franchisor’s prediction at a franchise expo of future success in the franchised business....more

Reveal

The eDiscovery Impostor and How to Spot Them

Reveal on

“To err is human,” but in an industry as seemingly driven by precision as eDiscovery, errors are all too common. Yes, mistakes are going to happen. Which is why we can fall back on processes and procedures to ensure that even...more

Pierce Atwood LLP

Buyers And Sellers Beware: Effectively Limiting Post-Closing Litigation Exposure With Anti-Reliance Clauses In Purchase Agreements

Pierce Atwood LLP on

The Delaware Court of Chancery—the nation’s leading forum for corporate and M&A disputes—recently provided a roadmap for how to limit post-closing litigation exposure by eliminating certain fraud claims....more

Holland & Knight LLP

Recent Debarments Highlight Growing Risk of Sanctions By Multilateral Development Banks

Holland & Knight LLP on

• Companies that operate globally face substantial risks associated with activities funded by multilateral development banks (MDBs). • Several recent debarment actions by the World Bank highlight those risks. • To...more

Blake, Cassels & Graydon LLP

New Capital Markets Regulator: Extent of Consultation and CMA Provisions Remain of Concern

Comments on the revised consultation draft of the provincial/territorial Capital Markets Act (CMA) and the draft initial regulations (Initial Regulations and, together with the CMA, the Consultation Drafts) for the proposed...more

Morris James LLP

Court of Chancery Explains Anti-Reliance Law

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Merger or company sale agreements frequently include clauses limiting what a buyer may rely upon after due diligence, particularly when there is some hold back of the merger or sale consideration that the buyer may seek to...more

Troutman Pepper

Brokers: Rely on Broker Statements at Your Peril

Troutman Pepper on

Alamo Group, LLC v. A & G Realty Partners, LLC (In re OSC 1 Liquidating Corp.), 529 B.R. 825 (Bankr. D. Del. 2015) – A purchaser of debtors’ lease designation rights filed a complaint in bankruptcy court against the debtors’...more

Manatt, Phelps & Phillips, LLP

Insurance Recovery Law - July 2015

In the Context of a Bad Faith Claim, Insurer’s Defense That Coverage Denial Was Reasonable Put at Issue Otherwise Protected Attorney-Client and Work Product Communications - Why it matters: Recognizing the “conflicting...more

Dorsey & Whitney LLP

SEC Charges Adviser, Others In Fee Splitting Scheme

Dorsey & Whitney LLP on

A registered investment adviser and its principals were named as Respondents in a proceeding that centers on allegations of undisclosed revenue sharing arrangements, conflict of interest, violations of the custody rule and...more

Orrick - Finance 20/20

JP Morgan Sued by Investors Over $1.7B in Mortgage-Backed Securities

Orrick - Finance 20/20 on

On August 21, a collection of investors including Phoenix Light SF Limited, Blue Heron Funding II Ltd. and Kleros Preferred Funding V PLC (the Investors) brought suit against a number of JP Morgan and Bear Stearns entities in...more

Sheppard Mullin Richter & Hampton LLP

SEC Freezes Assets and Brings Civil Charges against EB-5 Investor Visa Project

In the first SEC enforcement action of its kind, the SEC announced on February 8, 2013 that it had filed civil charges against, and received an emergency order to freeze assets of, the Intercontinental Regional Center Trust...more

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