This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more
8/27/2020
/ Arbitration Agreements ,
Best Interest Standard ,
Board of Directors ,
Bylaws ,
Corporate Counsel ,
Corwin Doctrine ,
Derivative Suit ,
Fiduciary Duty ,
Forum Selection ,
Investment Advisers Act of 1940 ,
Judicial Notice ,
Loss Causation ,
Material Misstatements ,
Mergers ,
MFW ,
Omissions ,
Pleading Standards ,
PLSRA ,
Scienter ,
Securities Fraud ,
Securities Litigation ,
Settlement ,
Short-Swing Trading ,
Summary Judgment
Since PROMESA was enacted in 2016 to pave the way for a comprehensive restructuring of Puerto Rico’s mounting municipal debt obligations, the U.S. District Court for the District of Puerto Rico (District Court) has become a...more
8/5/2020
/ Appointments Clause ,
Aurelius Investment LLC v Puerto Rico ,
Chapter 9 ,
Commercial Bankruptcy ,
Congressional Authority ,
Creditors ,
De Facto Officer Doctrine ,
Debtors ,
Financial Distress ,
Financial Oversight and Management Board (Oversight Board) ,
Financial Oversight and Management Board for Puerto Rico v Aurelius Investment LLC ,
Motion to Dismiss ,
Municipalities ,
Officers of the United States ,
Puerto Rico ,
Puerto Rico Oversight Management and Economic Stability Act (PROMESA) ,
Reversal ,
SCOTUS
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
4/6/2020
/ Aiding and Abetting ,
Books & Records ,
Breach of Duty ,
Bylaws ,
CEOs ,
Civil Liability ,
Collateral Estoppel ,
Criminal Convictions ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Enforcement Actions ,
Exchange-Traded Products ,
False Statements ,
Federal Pleading Requirements ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Injunctions ,
Investment Adviser ,
Item 303 ,
Lack of Particularity ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Notice Requirements ,
Price-Fixing ,
PSLRA ,
Pyramid Schemes ,
Registration Statement ,
RICO ,
Scienter ,
Scope of Discovery Requests ,
Section 11 ,
Section 220 Request ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
Shareholder Votes ,
Summary Judgment
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
1/30/2020
/ Acquisitions ,
Administrative Procedure Act ,
Anti-Discrimination Policies ,
Anti-Harassment Policies ,
Anti-Kickback Statute ,
Antitrust Investigations ,
Appeals ,
Arbitration Awards ,
Attorney General ,
Backstop Agreements ,
BEPS ,
BitLicense ,
Blockchain ,
Board of Directors ,
Bonds ,
Capital Markets ,
CFIUS ,
CFTC ,
Chapter 11 ,
Claim Preclusion ,
Class Action ,
Commercial Bankruptcy ,
Common Stock ,
Congressional Investigations & Hearings ,
Congressional Subpoenas ,
Consumer Financial Protection Bureau (CFPB) ,
Cooperation Agreement ,
Copyright ,
Corporate Governance ,
Corporate Restructuring ,
Corporate Social Responsibility ,
Corporate Taxes ,
Corwin Doctrine ,
Covenant Lite Deals ,
Creditors ,
Cross-Border Transactions ,
DACA ,
DE Supreme Court ,
Debt Financing ,
Debtors ,
Department of Justice (DOJ) ,
Dischargeable Debts ,
Disgorgement ,
Disparate Impact ,
Dodd-Frank ,
Down Rounds ,
Drug Pricing ,
EBITDA ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Discrimination ,
Enforcement Actions ,
Enforcement of Foreign Judgments ,
Enterprise Act 2002 ,
Environmental Social & Governance (ESG) ,
EU ,
Fair Housing Act (FHA) ,
Federal Trade Commission (FTC) ,
FinTech ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Foreign Issuers ,
FRCP 23 ,
General Data Protection Regulation (GDPR) ,
General Elections ,
GILTI tax ,
High-Yield Markets ,
Hong Kong ,
Hong Kong Stock Exchange ,
Individual Accountability ,
Initial Public Offering (IPO) ,
Intellectual Property Litigation ,
Intercreditor Agreements ,
International Arbitration ,
International Litigation ,
IRS ,
Issue Preclusion ,
Japan ,
Joint Venture ,
Legislative Agendas ,
Life Sciences ,
Listing Rules ,
Litigation Strategies ,
Make-Whole Premium ,
Mergers ,
MFW ,
Multinationals ,
National Security ,
PCAOB ,
Pharmaceutical Industry ,
Political Parties ,
Preferred Shares ,
Private Offerings ,
Privately Held Corporations ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Refinancing ,
Regulatory Agenda ,
Reporting Requirements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Separation of Powers ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Split of Authority ,
State Labor Laws ,
Stock Drop Litigation ,
Tax Cuts and Jobs Act ,
Tax Litigation ,
Technology Sector ,
Third-Party Release Agrements ,
Transparency ,
UK ,
UK Brexit ,
Valuation ,
White Collar Crimes
A series of decisions over the past year — on issues such as make-whole premiums, intercreditor agreements, backstops for rights offerings and nonconsensual third-party releases — will likely have a significant impact in 2020...more
1/24/2020
/ Appeals ,
Backstop Agreements ,
Bankruptcy Code ,
Bankruptcy Court ,
Chapter 11 ,
Claim Terms ,
Commercial Bankruptcy ,
Complex Corporate Transactions ,
Constitutional Challenges ,
Contested Proceedings ,
Contract Terms ,
Corporate Restructuring ,
Creditors ,
Debt Securities ,
Debtors ,
Equity Securities ,
Impaired Creditor ,
Intercreditor Agreements ,
Junior Lenders ,
Make-Whole Premium ,
Non-Consensual Rights ,
Oil & Gas ,
Post-Petition Interest ,
Proof of Claims ,
Remand ,
Reversal ,
Shareholders ,
Subordinated Debt ,
Third-Party Release Agrements ,
Unimpaired Creditors ,
Unsecured Debt
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary...more
11/27/2019
/ Appeals ,
Criminal Convictions ,
Fiduciary Duty ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Materiality ,
Omissions ,
Pleading Standards ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
10/2/2019
/ Acquisitions ,
Appraisal Rights ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Class Action ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Disclosure Requirements ,
Enforcement Actions ,
Excessive Fees ,
Fair Value Standard ,
Fiduciary Duty ,
Forfeiture ,
Guilty Pleas ,
Insider Trading ,
Investment Adviser ,
Jury Verdicts ,
Market Manipulation ,
Materiality ,
Mergers ,
Misrepresentation ,
Motion for Summary Judgment ,
Motion to Dismiss ,
Offering Documents ,
Omissions ,
Pleading Standards ,
Popular ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Standing
In several cases since the seminal 2011 Delaware Supreme Court decision CML V LLC v. Bax, which held that creditors of Delaware LLCs lack standing to pursue derivative claims, the U.S. Bankruptcy Court for the District of...more
6/19/2019
/ Bankruptcy Court ,
Breach of Duty ,
Commercial Bankruptcy ,
Creditors ,
DE Supreme Court ,
Debtors ,
Delaware Limited Partnership Act ,
Derivative Suit ,
Fiduciary Duty ,
Limited Partnerships ,
Liquidation ,
Motion to Dismiss ,
Standing ,
Trustees
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more
6/12/2019
/ Acquisitions ,
Appraisal Rights ,
Breach of Duty ,
Fiduciary Duty ,
Investment Advisers Act of 1940 ,
Material Misrepresentation ,
Materiality ,
Mergers ,
Omissions ,
Omnicare ,
Pleading Standards ,
Popular ,
Sarbanes-Oxley ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Litigation ,
Suspicious Activity Reports (SARs)
In U.S. Bank N.A. v. Village at Lakeridge, LLC, the U.S. Supreme Court issued an important decision on standards of appellate review, holding that appellate courts should review a bankruptcy court’s determination of whether a...more
4/25/2018
/ Appeals ,
Appellate Review ,
Arms Length Transactions ,
Bankruptcy Code ,
Bankruptcy Court ,
Chapter 11 ,
Clear Error Standard ,
Cramdown ,
Creditors ,
De Novo Standard of Review ,
Judicial Deference ,
Non-Statutory Insider Status ,
SCOTUS ,
Standard of Review ,
US Bank National Association v Village at Lakeridge
The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more
5/8/2017
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Burden of Production ,
Burden of Proof ,
Credible Basis Standard ,
DE Supreme Court ,
Evidence ,
Fiduciary Duty ,
Mismanagement ,
Section 220 Request ,
Shareholders ,
Standing
As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more
11/21/2016
/ Aiding and Abetting ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
DE Supreme Court ,
Dismissals ,
Entire Fairness Standard ,
Fiduciary Duty ,
Mergers ,
Pleading Standards ,
Post-Closing Money Damages ,
Shareholder Rights ,
Shareholder Votes ,
Standard of Review ,
Tender Offers ,
Venture Capital ,
Waste
It has become almost axiomatic that when a public company merger is announced, stockholder litigation quickly follows. In recent years, some studies have indicated that more than 90 percent of transactions valued at more than...more
In a landmark decision issued this morning, the Delaware Supreme Court held for the first time in Kahn v. M&F Worldwide Corp. that the deferential business judgment standard of review should apply to a merger between a...more
In a decision with important implications for structuring going-private transactions, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery this week applied the business judgment rule — not the more rigorous entire...more