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NC Business Court Approves Another Disclosure Only Class Action Settlement

by Brooks Pierce on

Judge Gale's approval last week of a class action settlement, in In re Krispy Kreme Doughnuts, Inc. Shareholder Litigation, 2018 NCBC 1 gives me another opportunity to rail against disclosure only settlements. You know that I...more

Delaware Court Of Chancery Grants Books And Records Demand, Holding That Corwin Is Irrelevant To Section 220 Proceedings

by Shearman & Sterling LLP on

On December 29, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted a stockholder’s demand to inspect books and records related to the acquisition of West Corporation (“West”) by Apollo...more

Court Rejects SEC Request For “Obey The Law” Injunction

by Dorsey & Whitney LLP on

The statute of limitations and the decision in Kokesh v SEC, 137 S.Ct. 1635 (2017) clearly present challenges for the SEC. In that case the Court rejected the SEC’s claim that its disgorgement remedy is equitable and not...more

Prevailing Plaintiff Found To Be Liable For Defendant's Legal Fees

by Allen Matkins on

The Fourth District Court of Appeal's decision in Burkhalter Kessler Clement & George LLP v. Hamilton (Cal. Ct. of Appeal Case No. G054337 (Jan. 8, 2018) reminded me of the opening lines of Carole King's 1971 hit song Sweet...more

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

Court declares an obey-the-law injunction to be a penalty subject to 5-year statute of limitations

On December 13, 2017, a New Jersey federal judge dismissed the US Securities and Exchange Commission’s (SEC) civil action against the owner of a broker-dealer for his alleged involvement in a $17 million pump-and-dump penny...more

Delaware Court Of Chancery Applies MFW Protections To Stock Reclassification That Allegedly Preserved Controlling Stockholder's...

by Shearman & Sterling LLP on

On December 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a putative stockholder suit asserting breach of fiduciary duty claims against NRG Energy, Inc. (“NRG”), the controlling...more

Sixth Circuit Reverses Dismissal Of Putative Class Action, Finding Third-Party Complaints May Be Sufficiently "True" To Constitute...

by Shearman & Sterling LLP on

On December 13, 2017, the United States Court of Appeals for the Sixth Circuit reversed the dismissal of a consolidated putative class action against Community Health Systems, Inc. (“Community”), its CEO, and CFO. Norfolk...more

Reversing A Dismissal, Delaware Supreme Court Declines To Apply Ratification Defense For Discretionary Compensation Awards Under...

by Shearman & Sterling LLP on

On December 13, 2017, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of fiduciary duty breach claims brought derivatively by stockholders of Investors Bancorp, Inc. against its directors in connection...more

New York Courts Continue to Reject Consent-By-Registration Theory of Personal Jurisdiction Post-Daimler

by King & Spalding on

On October 18, 2017, the U.S. District Court for the Southern District of New York (S.D.N.Y.) decided Sae Han Sheet Co. v. Eastman Chemical Corp., the latest in a series of cases to examine whether an out-of-state corporation...more

Ninth Circuit Upholds Dismissal With Prejudice Of Class Action Lawsuit Due To Failure To Sufficiently Allege Loss Causation And...

by Shearman & Sterling LLP on

On November 21, 2017, the United States Court of Appeals for the Ninth Circuit affirmed a dismissal by Judge Jon S. Tigar of the United States District Court for the Northern District of California of a putative class action...more

Ninth Circuit: Federal Law Governs Substantive Consolidation, and Supreme Court’s Siegel Ruling Does Not Bar Consolidation of...

by Jones Day on

In Clark’s Crystal Springs Ranch, LLC v. Gugino (In re Clark), 692 Fed. Appx. 946, 2017 BL 240043 (9th Cir. July 12, 2017), the U.S. Court of Appeals for the Ninth Circuit ruled that: (i) the remedy of "substantive...more

Magistrate Recommends Refusing A Request For A Preliminary Injunction Based On A Breach Of Fiduciary Duty Claim Arising From An...

by Winstead PC on

In BCOWW Holdings, LLC v. Collins, plaintiffs sued a former member and his new company asserting breach of fiduciary duty and numerous other claims based in part on the defendants allegedly usurping a corporate opportunity....more

Court Of Appeal Finds No Right To Jury In Shareholder Class Action

by Allen Matkins on

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have...more

State Court Relies Upon Supreme Court’s Bristol-Meyers Squibb Decision to Vacate Jury Verdict Against J&J

by Cozen O'Connor on

The Supreme Court limited a striking vulnerability for product manufacturers in Bristol-Myers Squibb Co. v. Superior Court of California this summer when it ruled that out-of-state plaintiffs could not simply claim injuries...more

Delaware Court Of Chancery Dismisses Derivative Action, Finding Demand Unexcused Because Plaintiff Did Not Plead Non-Exculpated...

by Shearman & Sterling LLP on

On November 7, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery granted a motion to dismiss a derivative and putative class action brought by a minority stockholder of Erin Energy Corporation...more

Divorcing Husband Not Smiling Over Court’s Rejection of Ownership Interest in Wife’s Dental Practice

by Farrell Fritz, P.C. on

The self-proclaimed entrepreneur and guiding force behind his soon-to-be ex-wife’s highly successful, multi-office pediatric dental practice known as Kiddsmiles is not smiling after the court in Savel v Savel, Short Form...more

A Corporate Law Takeaway From Judge Nelson’s Ruling In The Talcum Powder Case

by Allen Matkins on

After a three week trial that included extensive expert testimony, a Los Angeles jury returned a $417 million verdict against Johnson & Johnson ($68 million non-economic and $340 million punitive damages) and its subsidiary...more

The Impact of Kokesh On FINRA Remedies

by Dorsey & Whitney LLP on

Kokesh v. SEC, 137 S.Ct. 1635 (June 5, 2017) held that the statute of limitations in Section 2462 of Title 28 applies to requests for disgorgement by the Commission. Those payments constitute a penalty within the meaning of...more

Delaware Court Of Chancery Finds Demand Futility As To Fiduciary Duty Breach Claims Arising From Costly Loan Approved By...

by Shearman & Sterling LLP on

On September 29, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted in part and denied in part a motion to dismiss derivative claims for breach of fiduciary duty against the board of foreign...more

D.C. Circuit Applies Janus To Set Aside SEC Sanctions Against Investment Banker

by Shearman & Sterling LLP on

On September 29, 2017, a three-judge panel of the United States Court of Appeals for the D.C. Circuit (“D.C. Circuit”) overturned the Securities and Exchange Commission’s (“SEC”) determination that investment banker Frank...more

Treasury Wine Decision Confirms Shift in Class Action Closure Process

Recently, in Melbourne City Investments Pty Ltd v. Treasury Wine Estates Limited (“Treasury Wine”), the Full Court of the Federal Court of Australia considered a primary judge’s class closure order which broke new ground in...more

Flawed Consumer Survey Wipes Out $54 Million Verdict in Trademark Infringement Dispute

by Dorsey & Whitney LLP on

In trademark infringement cases, consumer survey evidence can be a powerful tool. It can also badly malfunction, as Black & Decker recently experienced. ...more

Insurance Coverage – Analysis of Professional Liability Exclusion

by Low, Ball & Lynch on

Energy Insurance Mutual Limited v. ACE American Insurance Company - Court of Appeal, First District (July 11, 2017) - This case involves an insurance coverage dispute arising from an explosion that occurred when an...more

Special circumstances to consider when applying for security for costs in appeals

by Dentons on

The Court of Appeal has provided some valuable insights into the nature, content and relevant parameters of what constitutes “special circumstances” in the context of appeals to the NSW Court of Appeal....more

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