News & Analysis as of

Self-Interest

McCarter & English, LLP

Who Sins Most? The Tempter or the Tempted?—Court of Chancery Allocates Equal Fault Among Acquirer and Target Officers in Merger...

In In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL, the Delaware Court of Chancery allocated liability among two sell-side officers and a third-party acquirer under the Delaware Uniform...more

Foley & Lardner LLP

Palkon v. Maffei: Delaware’s Warning Shot to Controlling Stockholders Seeking to Evade Fiduciary Duties by Reincorporating

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In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

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The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Dorsey & Whitney LLP

The Fourth Circuit Affirms No Breach of ERISA’s Fiduciary Duties for “Cross-Selling” Efforts

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Like the tides, the rules regarding ERISA’s fiduciary duties are constantly in flux. The Fourth Circuit recently ruled that while providing “investment advice for a fee” implicates those duties, pitching investment services...more

Fox Rothschild LLP

Business Court Imposes Sanctions on Attorney-Litigant for Falsifying Evidence

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Think back-dating that email will help your case? Think again. Ford v. Jurgens, 2022 NCBC Order 9 (N.C. Super. Ct. Feb. 16, 2022) involved a dispute between a nonprofit real estate investment association (“the...more

Winstead PC

[Webinar] Financial Services - Litigating Self-Interested Transactions By Trustees - March 1st, 10:00 am - 11:00 am CT

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This presentation will address the various issues that arise when a trustee enters into a self-interested transaction with the trust. Among other issues, it will address the duty of loyalty, the presumption of unfairness,...more

Winstead PC

Litigating Self-Interested Transactions Involving Fiduciaries - Presentation

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David F. Johnson presented his paper “Litigating Self-Interested Transactions Involving Fiduciaries” to the State Bar of Texas’s Fiduciary Litigation Course on December 2-3, 2021, in San Antonio, Texas. This presentation...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Allows Merger-Based Breach of Fiduciary Duty Claims to Proceed Against Target Company CEO, Financial...

On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more

A&O Shearman

Delaware Court Of Chancery Denies Motion To Dismiss Claims Regarding Squeeze-Out Merger Because Special Committee Members Were...

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On February 26, 2020, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims brought by former shareholders of AmTrust, Inc., challenging the take-private...more

Winstead PC

Court Holds That A Defendant Cannot File A No-Evidence Summary Judgment Based On A Self-Interested Transaction Due To The...

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In In re Estate of Klutts, a son held his mother’s power of attorney when he assisted in securing a new 2008 will, which enhanced his share of the estate. No. 02-18-00356-CV, 2019 Tex. App. LEXIS 11063 (Tex. App.—Fort Worth...more

A&O Shearman

Delaware Court Of Chancery Finds Allegations Of Personal And Professional Relationships Sufficient To Excuse Pre-Suit Demand

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On September 30, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied defendants’ motion to dismiss a stockholder derivative action for breach of fiduciary duties in connection with BGC Partners, Inc.’s...more

Morris James LLP

Chancery Makes Post-Trial Award of $22K in Damages for $5.3 Million Fiduciary Breach Claim, and Orders an Accounting for...

Morris James LLP on

Avande Inc. v. Evans, C.A. No. 2018-0203-AGB (Del. Ch. Aug. 13, 2019). A director of a Delaware corporation who stands on both sides of a challenged transaction must prove the entire fairness of the transaction. ...more

Wilson Sonsini Goodrich & Rosati

Delaware Court Provides Further Guidance on Stockholder Challenges to Director Compensation

On May 31, 2019, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued a decision refusing to dismiss a stockholder's fiduciary duty claims challenging the compensation of Goldman Sachs' board of directors.1...more

UB Greensfelder LLP

The Disturbingly Cozy Relationship Between FINRA And PIABA

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What exists at the point where PIABA’s transparent self-interest in getting paid and FINRA’s historical lack of transparency about who is actually driving its agenda regarding arbitrations? This: a late December decision by...more

Skadden, Arps, Slate, Meagher & Flom LLP

Can It Be Fixed? Further Judicial Guidance Concerning Sections 204 and 205

As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more

Womble Bond Dickinson

Serial Plaintiff Enjoys Another Ride on The TCPA Litigation Gravy Train

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Last week, a Pennsylvania Magistrate Judge recommended that Defendant’s motion to dismiss be denied in a putative class action filed against Oasis Power LLC dba Oasis Energy (“Oasis”), a retail energy services provider....more

Winstead PC

Court Held That Power-Of-Attorney Holder Was Not Authorized To Name Himself As A Beneficiary Of The Principal’s Insurance Policy,...

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In Transamerica Life Ins. Co. v. Quarm, Thomas Quarm obtained a life insurance policy and designated his mother as his beneficiary and his brother, Nicholas, as the alternate beneficiary. No. EP-16-CV-295-KC, 2017 U.S. Dist....more

Skadden, Arps, Slate, Meagher & Flom LLP

Boards Beware: Delaware Supreme Court Limits Application of Deferential Standard for Reviewing Director Equity Awards

On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the...more

Carlton Fields

Pennsylvania Supreme Court Clarifies Showing Required For Bad Faith Insurance Claims

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The Pennsylvania Supreme Court has, for the first time in the 37-year history of Pennsylvania’s bad faith insurance statute, 42 Pa.C.S. § 8371, considered the necessary elements of such a claim, and it has determined that...more

Zelle  LLP

In the End, Pa. Supreme Court Only Clarifies Bad Faith Law

Zelle LLP on

In its recent decision in Rancosky v. Washington National Insurance Company, the Pennsylvania Supreme Court examined, for the first time, Pennsylvania’s standard for insurance bad faith. The court held that, while an...more

Allen Matkins

Still More On Suing The CEO For Social Activism

Allen Matkins on

Last week, I devoted several posts to the question of suing the CEO for social activism. The catalyst for the discussion was an August 17, 2017 Op-Ed piece by Jon L. Pritchett and Ed Tiryakian in The Wall Street Journal. ...more

Goodwin

Delaware Supreme Court Clarifies The Role Of Deal Price In Appraisal Proceedings

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In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more

Zelle  LLP

Bad Faith Conduct: How Bad is Bad Enough Under PA Law?

Zelle LLP on

As has been widely reported, the Pennsylvania Supreme Court recently granted a petition for allowance of appeal in the matter of Rancosky v. Washington Nat. Insurance Co. in order to address a challenge concerning the...more

Sheppard Mullin Richter & Hampton LLP

Tenth Circuit Upholds Nevada Law By Denying Stockholders Standing to Bring Claims on Behalf of Nevada Corporation

In In re Zagg Inc. Shareholder Derivative Action, No. 15-4001, 2016 U.S. App. LEXIS 11095 (10th Cir. June 20, 2016), the United States Court of Appeals for the Tenth Circuit held that stockholders of a Utah-based, Nevada...more

Cooley LLP

Blog: Court Of Appeal Approves Third Party Costs Order Against An Insurer

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In Legg & Ors v Sterte Garage Ltd and Aviva UK Limited [2016] EWCA Civ 97, the Court of Appeal upheld the first instance decision that a third party costs order made against the defendant insurer was justified in...more

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