News & Analysis as of

Breach of Contract › Parent Corporation

Farrell Fritz, P.C.

Stop Blaming the Parents! – The Scope of Parental Liability for a Subsidiary’s Contract

Farrell Fritz, P.C. on

Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v....more

Lewitt Hackman

Franchisee 101: Subject Matter Mania…

Lewitt Hackman on

A federal court in Florida dismissed an action by franchisees against their franchisor for lack of subject-matter jurisdiction. The franchisees asserted claims under California and Florida laws alleging the franchisor, OR...more

Goodwin

Litigation Insights - July 2021

Goodwin on

FOREWORD - On behalf of the new and expanding Goodwin London litigation team I am delighted to welcome you to our first ever ‘Litigation Insights’: a series of quarterly updates on important and interesting developments...more

A&O Shearman

Claim against parent company in tort for inducing breach of contract by subsidiary has no real prospect of success

A&O Shearman on

A claim for inducing breach of contract had no real prospect of success, despite the fact that a subsidiary’s breach of contract was the known and inevitable result of its parent company’s decision to form a joint venture....more

A&O Shearman

Inducing a subsidiary’s breach of contract: Parental Misguidance

A&O Shearman on

Is a parent company liable if it restructures its operations and a now disused subsidiary is prevented from meeting its own contractual obligations? In Kawasaki v Kemball, the Court of Appeal held that the parent neither...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Sheppard Mullin Richter & Hampton LLP on

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Morris James LLP

Court Of Chancery Calculates The Length Of An Injunction Against Unfair Competition

Morris James LLP on

How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more

Faegre Drinker Biddle & Reath LLP

"Irreconcilable Clash" of Jurisdictions

Faegre Drinker Biddle & Reath LLP on

James Petter was a U.K.-based senior employee of the U.K. subsidiary of a U.S. company. As part of his compensation package, he was awarded restricted stock units (RSU) under the U.S. parent’s plan. The plan contained an...more

Proskauer - Corporate Defense and Disputes

Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

Proskauer - Corporate Defense and Disputes on

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more

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