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Business Organization Civil Procedure

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Court of Chancery Confirms MFW Applies to Controlled-Company Sale With Disparate Consideration

In 2014, the Delaware Supreme Court affirmed in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (MFW II), that the business judgment rule would apply to controlling stockholder “squeeze-out” mergers if the transaction is conditioned...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

Cross-Border Bankruptcy Update: COMI Migration and Illegitimate COMI Manipulation Distinguished

by Jones Day on

With the significant increase in cross-border bankruptcy and insolvency filings in the 43 nations or territories that have adopted the UNCITRAL Model Law on Cross-Border Insolvency (the "Model Law"), including the U.S., the...more

In Brief: Bankruptcy Court Rules That It Has Constitutional Authority to Grant Nonconsensual Releases in Chapter 11 Plan

by Jones Day on

In In re Millennium Lab Holdings II, LLC, 2017 BL 354864 (Bankr. D. Del. Oct. 3, 2017), the U.S. Bankruptcy Court for the District of Delaware ruled that it had the constitutional authority to grant nonconsensual third-party...more

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

Delaware Court Of Chancery Rejects Books-And-Records Demand Driven By Entrepreneurial Counsel

by Shearman & Sterling LLP on

On November 13, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery rejected a stockholder’s demand to inspect books and records of A. Shulman, Inc. (the “Company”) under Delaware General Corporation Law...more

2017 Year-End Estate Planning Advisory

by Katten Muchin Rosenman LLP on

The fourth quarter of 2017 concludes a unique year in the planning arena. With the new administration and a Republican-led Congress in power, both taxpayers and tax professionals have kept a close eye on the potential for tax...more

Segway Competitor Rolls Away from Former CEO’s Attempt to Force Arbitration

by Zuckerman Spaeder LLP on

A party seeking to enforce a contract has to show mutual assent, also referred to as “a meeting of the minds.” In other words, both parties actually have to agree on the same thing. If the parties don’t agree, then a contract...more

Corporate Investigations and White Collar Defense - November 2017

Insider Trading: Once More Into the Breach - Why it matters: On Aug. 23, 2017, the Second Circuit decided U.S. v. Martoma, in which the court affirmed a tippee’s conviction in an insider trading case based on the Supreme...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

“Lawyer Driven” Books and Records Demand Rejected by the Delaware Court of Chancery

by Reed Smith on

The Delaware Court of Chancery rejects the ability for stockholders to access a corporation’s books and records based on “lawyer driven” motives. A recent decision of the Delaware Court of Chancery, Wilkinson v. A....more

Section 220 Demand Denied In Lawyer-Driven Litigation

by Fox Rothschild LLP on

In the recent decision of Wilkinson v. Schulman, C.A. No. 2017-0138-VCL (Del. Ch. Nov. 13, 2017), the Court of Chancery denied a Section 220 books and records demand on the basis that even though the demand stated a “proper...more

Be Careful What You Ask For in a Section 225 Case

by Morris James LLP on

Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation. Section 225 of the Delaware General Corporation Law provides that the Delaware Court of...more

Federal Circuit Concludes that TC Heartland Was a Change in the Law, Reviving Venue Transfer Motions for Defendants Previously...

On November 15, 2017, the United States Court of Appeals for the Federal Circuit resolved a split among district courts on the question whether the United States Supreme Court’s TC Heartland decision constituted a change in...more

Parent company may owe a duty of care to employees of African subsidiary

by Hogan Lovells on

This case is the latest in a line of cases before the English courts about parent company liability, specifically the duty of care owed for activities of their subsidiaries. ...more

Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?

by Allen Matkins on

Our November 16, 2017 post discussed one aspect of the California Court of Appeal’s opinion in Central Laborers’ Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation’s acquisition of...more

Court Of Chancery Rejects Attorney-Driven Books And Records Demand

by Morris James LLP on

Wilkinson v. A. Schulman, Inc., C.A. No. 2017-0138-VCL (Nov. 13, 2017) - This decision has potential far-reaching consequences for shareholder-plaintiff litigation. As is well known, some entrepreneurial plaintiff-side...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

Personal Jurisdiction Defense Gaining Traction in Mass Tort Litigation

by Miles & Stockbridge P.C. on

For the past several years the United States Supreme Court has sought to clarify the proper exercise of specific personal jurisdiction over foreign corporate defendants. This issue is particularly applicable in mass tort...more

(Make) Wholly Moly: U.S. Court of Appeals for the Second Circuit Upholds Ruling Denying Noteholders’ Entitlement to a Make-Whole...

by Shearman & Sterling LLP on

On October 20, 2017, the United States Court of Appeals for the Second Circuit issued a decision which, among other things, affirmed the lower courts’ holding that certain noteholders were not entitled to payment of a...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 Rejects "Lawyer-Driven" Section 220 Demand

On November 13, 2017, the Delaware Court of Chancery issued a short but potentially important opinion in Jack Wilkinson v. A. Schulman, Inc., an action to inspect books and records brought under Section 220 of the Delaware...more

California Securities Law Claims Founder On Personal Jurisdiction

by Allen Matkins on

Establishing personal jurisdiction may seem mundane, but without it a plaintiff may soon find itself out of court, as did the plaintiff in Marshall v. Galvanoni, 2017 U.S. Dist. LEXIS 185530....more

Blog: Amendments To The Federal Rules Of Bankruptcy Procedure Take Effect December 1, 2017

by Cooley LLP on

Just about every year amendments are made to the rules that govern how bankruptcy cases are managed — the Federal Rules of Bankruptcy Procedure. The amendments address issues identified by an Advisory Committee made up of...more

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