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UK Court Takes a “Realistic” and “Commercial” Approach to Litigation Privilege in the Context of Internal Investigations

by King & Spalding on

In a judgment handed down at the end of 2017, but only recently released, the High Court in London has determined - in Bilta (UK) Ltd v RBS - that interviews held with employees in preparation of a report intended to deter a...more

Court Of Chancery Applies The Covent Of Good Faith And Fair Dealing To Fill A Gap

by Morris James LLP on

In re Oxbow Carbon LLC Unitholder Litigation, C.A. 12447-VCL (February 12, 2018) - This may be the definitive decision on when and how to apply the covenant in every LLC agreement to act in good faith and deal fairly. Here...more

Court Of Chancery Provides Definitive Guidelines On Judicial Sale Process

by Morris James LLP on

In re: TransPerfect Global Inc., C.A. 9700-CB (February 15, 2018) - In what it is hoped is the final act in the TransPerfect case, this decision upholds the sale process used by the Custodian to sell TransPerfect....more

Court Of Chancery Adopts Market Price In Appraisal Valuation

by Morris James LLP on

Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) - This appraisal case adopts the target’s market price as its fair value....more

Court Of Chancery Resolves Allocation Issues In Advancement Case

by Morris James LLP on

Weil v. Vereit Operating Partnership LP, C.A. 2017-0613-JTL (February 13, 2018) - This decision clearly sets out how to allocate fees for claims subject to advancement of attorney fees from those that are not covered by an...more

Dismissal of Shareholder Derivative Action on Rule 23.1 Grounds Precludes Relitigation of Different Del. Plaintiffs

by Morris James LLP on

The Delaware Supreme Court recently issued an important corporate law decision addressing issue preclusion in the context of multiple shareholder derivative actions. The court ruled in California State Teachers’ Retirement...more

Landmark UK Case Takes A Stand: Parent Companies May Be Liable For Their Subsidiaries’ Alleged Human Rights Abuses

by King & Spalding on

A landmark United Kingdom case recently has made it clear that UK-based parent companies may be found liable for human rights violations committed by their foreign subsidiaries. Plaintiffs all over the world are filing...more

District Of Minnesota Certifies Securities Fraud Class Action But Narrows The End Of Putative Class Period To The Date Of The...

by Shearman & Sterling LLP on

On January 30, 2018, Judge John R. Tunheim of the United States District Court for the District of Minnesota granted class certification in a consolidated securities fraud class action against Medtronic and certain of its...more

Delaware Court Of Chancery Holds That Addition Of MFW Protections Following Initial Controller Proposal But Before Negotiations...

by Shearman & Sterling LLP on

On February 2, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed a stockholder challenge to the buyout of Synutra International Inc. (“Synutra”) in a squeeze-out merger by a controlling...more

The LSTA Case: DC Circuit Court Delivers Victory for CLO Industry, with Some Broader Ramifications

by Morgan Lewis on

The Loan Syndications & Trading Association prevailed in its quest to eliminate credit risk retention requirements for open-market CLO managers, in a ruling that has other important implications....more

Court Affirmed Finding That An Oral Partnership Existed And That A Partner Breached Fiduciary Duties

by Winstead PC on

In Harun v. Rashid, two individuals started a restaurant business; one operated the business and the other financed it. No. 05-16-00584-CV, 2018 Tex. App. LEXIS 231 (Tex. App.—Dallas January 9, 2018, no pet. history)....more

Bilta v. RBS: When Will Litigation Privilege Apply to Information Gathering in Internal Investigations

by Latham & Watkins LLP on

The English High Court has reconfirmed that litigation privilege can apply to information gathering in internal investigations. Specifically, lawyers must have engaged in the information gathering for the dominant purpose of...more

“Golden Share” Equity Holder Can Bar Bankruptcy Filing

The Bankruptcy Court in the Southern District of Mississippi (the “Court”), in In re Franchise Services of North America, Inc., Case No. 1702316EE (Bankr. S.D. Miss. Dec. 18, 2017), upheld the blocking power held by a...more

‘Where’ Is Patent Infringement Committed, and What Could It Mean for Georgia-Based Companies Sued Outside of Georgia?

Is patent litigation coming home to Georgia? Last year the U.S. Supreme Court holding in TC Heartland v. Kraft Foods Grp. Brands significantly affected the law of venue jurisdiction under 28 U.S.C. § 1400(b) for patent...more

State-Level Legislation Anticipates Wide-Spread Business Use of Blockchain

On a daily basis, companies are announcing new developments on the adoption of blockchain in core business operations. However, many of these use cases present unique legal issues. In order to provide some clarity on some of...more

Business Litigation Report - January 2018

January 2018: Federal Circuit Issues Important Decision On Written Description And Enablement In Amgen Inc. v. Sanof - In Amgen Inc. v. Sanofi, 872 F.3d 1367 (Fed. Cir. 2017), the Federal Circuit acknowledged the relevance...more

Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more

High Court Rules That Litigation Privilege Can Apply in Respect of Internal Investigations

by Shearman & Sterling LLP on

In Bilta (UK) Ltd (in Liquidation) & Ors v Royal Bank of Scotland plc and Mercuria Energy Europe Trading Limited [2017] EWCH 3535 (Ch) (“Bilta v RBS”), the High Court upheld RBS’s claim of litigation privilege over documents...more

Fiduciary Litigation Practice Tip: Streamlining Discovery To Threshold Legal Issues

by Winstead PC on

Litigation can unfortunately be a costly endeavor. This is as true with fiduciary litigation as with any other type of litigation. ...more

Reflections on Kokesh v. SEC: On the Lookout for “Elephants in Mouseholes”

by King & Spalding on

Until June 2017, when the Supreme Court issued its unanimous opinion in Kokesh v. SEC, the Securities and Exchange Commission (“SEC” or “Commission”) took the position that it could obtain disgorgement from defendants no...more

Washington Court of Appeals Confirms Insurers Need Not Pay Defense Costs Pending Determination of Reasonableness and Late Notice...

by Lane Powell PC on

For many years, Washington courts have offered insurers little guidance about how to handle disputes about late notice or the reasonableness of defense costs while defending under a reservation of rights. In a recent...more

Blog: Mandatory shareholder arbitration provisions for IPOs? SEC Chair says “not on my list”

by Cooley LLP on

Depending on your point of view, you may have experienced either heart palpitations or increased serotonin levels when you heard, back in July 2017, that SEC Commissioner Michael Piwowar had, in a speech before the Heritage...more

Court Of Chancery Resolves Good Faith Claim In LLC Context

by Morris James LLP on

Miller v. HCP & Company, C.A. 2017-0291-SG (February 1, 2018) - This decision resolves the tricky issue of when the provisions of an LLC agreement do not allow “gap filling” so as to permit a claim for violation of the...more

Court Of Chancery Holds Stock Issuance Void

by Morris James LLP on

Southpaw Credit Opportunity Master Fund LP v. Roma Restaurant Holdings Inc., C.A. 2017-0059-TMR (February 1, 2018) - When stock is issued in violation of a stockholder agreement, the issuance is “void.” This has great...more

District Court Stays Securities Class Action Involving Initial Coin Offering Pending Supreme Court Review

by Benesch on

On February 1, 2018, a federal district court in the Northern District of California stayed a putative class action involving the Tezos Initial Coin Offering (“ICO”) pending the United States Supreme Court’s decision in a...more

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