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How Corporations Can Stay Vigilant Against Online Banking Fraud – Lessons from Recent Court Judgments

by Morgan Lewis on

Due to the general flexibility granted to banks by their standard account opening terms, corporate victims of online banking frauds often face substantial hurdles in court in their attempts to recover the sums lost from the...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

The Board and #MeToo

by Allen Matkins on

The following fact pattern should be familiar. A high-profile news story runs detailing years of sexual harassment by the CEO of a company. Four women sued, claiming that the CEO repeatedly propositioned or groped female...more

Delaware Supreme Court Affirms Dismissal Of Stockholder Derivative Claims On Issue Preclusion Grounds Based On A Demand-Futility...

by Shearman & Sterling LLP on

On January 25, 2018, the Supreme Court of Delaware ruled that the Court of Chancery’s dismissal on issue preclusion grounds of the derivative claims of stockholder plaintiffs against the directors of Wal-Mart Stores, Inc....more

Southern District Of New York Again Dismisses—This Time With Prejudice—Securities Fraud Claims For Failure To Plead Reliance And...

by Shearman & Sterling LLP on

On January 20, 2018, Judge John Koeltl of the United States District Court for the Southern District of New York dismissed a putative class action under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5...more

Het aanpassen van een volmacht na legalisatie: verwijtbaar handelen (Dutch)

by Dentons on

The Amsterdam Court of Appeal (Court of Appeal) issued a judgment on 31 October 2017 in which it emerged that a civil-law notary (the Notary) had been careless when it checked the proxies with regard to a delivery of shares...more

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more

“Disclosure Settlements” Live On In North Carolina Merger Litigation – But Will the Fee Awards Continue to Justify Lawsuits?

by Smith Anderson on

The North Carolina Business Court recently approved a “disclosure settlement” of a merger challenge, suggesting that in North Carolina such settlements may remain a viable means of resolving merger lawsuits – at least where...more

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

Securities Fraud Action Based Upon DeVry University's Representations About Graduate Employment Rates Was Dismissed Because...

by Shearman & Sterling LLP on

On December 6, 2017, the United States District Court for the Northern District of Illinois dismissed a securities fraud lawsuit brought against DeVry Education Group, Inc. and several of its executives (“DeVry”), with leave...more

Fifth Circuit Affirms Dismissal of Claims Relating to Pre-Petition Payments to D&O’s

The Fifth Circuit, in In the Matter of: ATP Oil & Gas Corp. (Tow v. Bulmahn, et. al.), dismissed breach of fiduciary duty claims and fraudulent transfer claims brought by a chapter 7 trustee relating to cash bonuses and...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

The Future of FCPA Enforcement After Kokesh

Increased international cooperation, more aggressive investigations and greater focus on individual accountability. In light of the U.S. Supreme Court’s decision in Kokesh v. SEC, the SEC is expected to prioritize quicker,...more

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