4 Key Takeaways | Trade Secret Update 2024 Legal Developments and Trends
"The law on 'knowing receipt' has perplexed judges and academics alike for several decades" – Lord Burrows (paragraph 99). In a decision with significant implications for claims involving fraud and breach of fiduciary duty...more
Commercial Division litigators are keenly aware of CPLR 3215’s proof requirements. We can recite in our sleep the need to submit (1) proof of service, (2) proof of default, (3) the amount due, and (4) facts constituting the...more
On June 14, 2024, a class action lawsuit was filed in the U.S. District Court for the Southern District of New York against Morgan Stanley alleging a breach of its fiduciary duty to customers and unjust enrichment by, among...more
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
The Delaware Court of Chancery’s recent decision in In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation,1 marks the Chancery Court’s first total dismissal of a complaint alleging breaches of fiduciary duties in...more
In the privacy world, pixels, cookies, and tracking technologies get all the attention these days. Plaintiffs and regulators alike have been working to persuade courts nationwide that the presence of third-party tracking...more
Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (Del. Ch. Dec. 29, 2023) - To state a claim for unjust enrichment, a plaintiff must adequately plead: (1) an enrichment; (2) an...more
Antero Resources Corp. v. C & R Downhole Drilling, Inc. et al, proves again the extreme risk when one bites the hand that feeds him (shoutout to Greek poet Sappho, 600 BCE). Antero sued former employee Kawsak and his...more
The United States Court of Appeals recently shed light on when—and under what conditions—a plaintiff may seek a monetary recovery under § 502(a)(3) of the Employee Retirement Income Security Act (ERISA). Section 502(a)(3)...more
The U.S. Environmental Protection Agency (EPA) says it has taken its first-ever Clean Water Act (CWA) enforcement action against water pollution by so-called “forever chemicals” from a West Virginia chemical plant. On April...more
When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...more
In Manti Holdings, LLC v. Carlyle Group Inc., C.A. No. 2020-0657-SG (Del. Ch. June 3, 2022), the Delaware Court of Chancery held that minority investor claims could proceed against a private equity firm, Carlyle, and related...more
This newsletter is intended to keep readers informed about developments in probate and fiduciary litigation in Massachusetts and New York. Intentional Interference and Unjust Enrichment Claims in Connection with a Trust...more
What can you do when the parties you are suing are effectively judgment-proof? Oftentimes, plaintiffs will try to go after a defendant’s family member or related entity. ...more
In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with...more
Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more
Another diversity-based derivative suit was dismissed this week by a federal district court, joining a list of decisions that have rejected similar shareholder allegations. ...more
Just like a bride and groom vow to join together for better or for worse, commercial parties joining together through a joint venture must make a similar promise to share in profits and losses. ...more
Last week, a shareholder of Danimer Scientific, Inc., filed a derivative suit against the company’s executives and board members, alleging that overstated sustainability claims led to millions of dollars in market...more
Angel v. Warrior Met Coal, Inc., C.A. No. 2019-0235-SG (Del. Ch. Jun. 30, 2021) - Under Delaware’s notice pleading standard, a plaintiff’s claim will survive a motion to dismiss if it is “reasonably conceivable” that the...more
Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more
As litigation claims against portfolio companies have increased, so have accompanying claims asserted directly against funds (and their sponsors). Plaintiffs’ reasoning for including funds as defendants is no mystery: funds...more
Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys; District of Massachusetts Allows Putative Securities Class Action to Proceed Against OvaScience Investors; Delaware Chancery...more
Oral agreements to form and operate business enterprises are a recurring subject of this blog. We’ve written many times, for example, about the comparative ease vis-a-vis other kinds of entities with which one can...more
Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners. ...more