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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
The decision in Bolton v. Inland Fresh Seafood Corp. of America Inc., No. 22-cv-4602 (N.D. Ga. Dec. 5, 2023)should serve as a reminder to all ERISA practitioners that, if litigating in courts of the Eleventh Circuit,...more
ESOPs can pay fair market value for the stock: Stock purchased by an ESOP must be appraised by an independent third party expert working with a trustee for the ESOP who must also be independent from the seller. The ESOP is...more
MiniCorp has five shareholders, all of whom are employees. Each shareholder’s employment agreement states that they are an at-will employee of MiniCorp, and the shareholders agreement provides that when a shareholder’s...more
The Delaware Court of Chancery yesterday denied a motion to dismiss a class action alleging that the directors and sponsor of a special-purpose acquisition company (a “SPAC”) breached their fiduciary duties by disloyally...more
In In re Estate of Poe, shortly before his death, Dick, who was the sole director of Poe Management, Inc. (PMI), authorized the corporation to issue new shares that he bought for $3.2 million. No. 20-0178, 2022 Tex. LEXIS 544...more
There were several significant legal developments relating to employee stock ownership plans (ESOPs) last year. This information memo will summarize a few of the most important developments. ...more
The board of directors of Bowers + Kubota Consulting, Inc. recently won an employee stock ownership plan (ESOP) fiduciary/breach case brought against them by the Department of Labor. See Walsh v. Bowers, et al., No....more
On June 28, 2021, the Delaware Supreme Court reversed a ruling of the Court of Chancery which found that an otherwise “entirely fair” transaction undertaken for an “inequitable purpose” did not trigger fiduciary liability for...more
The Seventh Circuit ruled recently that ERISA does not preempt certain state law claims against directors and officers because ERISA’s text and purpose contemplate parallel corporate state-law liability against executives who...more
In Chadha v. Wahedna, 2021 NY Slip Op. 50509(U) (Sup. Ct. N.Y. Cnty. 2021), Justice Ostrager of the New York County Commercial Division, dismissed Plaintiff Nilsa Chadha’s (“Plaintiff”) claims in their entirety due to...more
In Re Homefed Corporation Stockholder Litigation arose from a transaction in which Jefferies Financial Group Inc., the 70% stockholder of HomeFed Corporation, acquired the rest of the shares of the company in July 2019 by...more
In The Frederick Hsu Living Trust v. Oak Hill Capital Partners III, L.P., et al., C.A. No. 12108-VCL (Del. Ch. May 4, 2020), the Delaware Court of Chancery (the “Court”) held that the controlling stockholder, directors, and...more
A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more
“The attorney client privilege, the oldest among common-law evidentiary privileges, fosters the open dialogue between lawyer and client that is deemed essential to effective representation” (Spectrum Sys. Intern. Corp. v...more
Nielsen v. EBTH, Inc., C.A. No. 2019-0164-MTZ (Del. Ch. Sept. 30, 2019). Delaware law permits advancement of fees and expenses for officers or directors who have such rights under certificates of incorporation, bylaws, or...more
The Probate & Fiduciary Litigation Newsletter compiles recent Trust & Estate cases. Our lawyers are at the forefront of this area of the law, shaping how it is handled in the Probate and Family Court. ...more
Ensure that You are Equipped with the Latest Updates and Strategies to Prevent, Manage and Defend Against Rising, Costly ERISA Disputes - This annual event is your best opportunity to gain best practices for your everyday...more
A federal trial court has dismissed a lawsuit brought by a participant in an employee stock ownership plan (ESOP) claiming that fiduciaries of the ESOP caused it to overpay for stock of the company in a leveraged transaction....more
On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court revived a stockholder derivative lawsuit against the directors of ice-cream manufacturer Blue Bell Creameries USA, Inc. The suit alleged breaches of the...more
If you’ve been representing closely held businesses long enough, then the “conversation transcribed” below should sound familiar to you. I have had several versions of this exchange in the last few months. The common...more
A California district court recently denied a motion to vacate an arbitration award which had denied a plaintiff’s claims brought before the Financial Industry Regulatory Authority (“FINRA”)....more
The US Court of Appeals for the Sixth Circuit recently affirmed the largest award of prejudgment interest in Kentucky history. In Osborn v. Griffin, 865 F.3d 417 (6th Cir. 2017), the Sixth Circuit affirmed the District...more
In a recent decision, the Delaware Court of Chancery granted a motion to dismiss a complaint asserting breach of fiduciary duty claims arising out of a stock issuance proposed by a controlling stockholder. IRA Trust f/b/o...more
Even with these victories, continuing risks remain for plan fiduciaries. Over the last few months, there have been a significant number of court decisions ruling against plaintiffs alleging ERISA breach of fiduciary claims...more