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Yahoo to Pay $80 Million to Settle Securities Class Action Based on Data Breaches

by Murtha Cullina on

Yahoo agreed to pay shareholders $80 million to settle a federal securities class action suit, as detailed in the parties’ March 2, 2018 proposed settlement agreement filed with the court. In that suit, the shareholders...more

Appellate Group News: 2017 Year In Review

by Murtha Cullina on

2017 was a significant year for Murtha Cullina’s appellate practice group. The firm was recognized by the Connecticut Law Tribune as its "Appellate Litigation Department of the Year." 2017 also marked two anniversary dates of...more

Not So Safe: The Supreme Court Clarifies the Scope of the Bankruptcy Code’s Section 546(e) Safe Harbor Provision

by Shearman & Sterling LLP on

Section 546(e) of the Bankruptcy Code shields certain transfers involving settlement payments and other payments in connection with securities contracts (for example, payment for stock) made to certain financial...more

SEC Whistleblower Update

by McDermott Will & Emery on

The Supreme Court recently clarified the scope of SEC whistleblower retaliation provisions. Though the decision limits retaliation actions, employers should continue to avoid conduct that can be interpreted as retaliation...more

Fifth Circuit Affirms Dismissal With Prejudice Of Putative Class Action, Holding That General Allegations Against A Broad Group Of...

by Shearman & Sterling LLP on

On February 26, 2018, the United States Court of Appeals for the Fifth Circuit affirmed in a per curiam unpublished decision the dismissal of a putative securities class action against UBS AG and certain affiliated entities. ...more

Delaware Court Of Chancery Dismisses Derivative Breach Of Fiduciary Duty Claims In Connection With Publication Of Non-Final Drug...

by Shearman & Sterling LLP on

On February 28, 2018, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed claims against the directors of Orexigen Therapeutics Inc. (“Orexigen”) for alleged breaches of fiduciary duty in...more

Supreme Court Narrowly Interprets “Whistleblower” under Dodd-Frank, Foreclosing Protections for Those Who Fail to Report Issues to...

The Supreme Court has resolved a circuit split on whether Dodd-Frank’s whistleblower protections apply only to employees who report their concerns to the Securities and Exchange Commission (SEC). On Wednesday, in Digital...more

Court Holds That Plaintiff Did Not Establish Continuing Tort Theory To Defeat A Statute Of Limitations Defense To A Breach Of...

by Winstead PC on

In Vaschenko v. Novosoft, Inc., a partner from an alleged oral partnership sued his partner for breach of fiduciary duty. No. 03-16-00022-CV, 2018 Tex. App. LEXIS 771 (Tex. App.—Austin January 26, 2018, no pet. history). The...more

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

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