News & Analysis as of

Breach of Duty Appeals

McDermott Will & Emery

Jury Trial on Legal Issue Denied, But No Harm Done

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The US Court of Appeals for the Seventh Circuit affirmed a district court’s denial of a jury trial, concluding it was harmless error because the defendant would have been entitled to a directed verdict regardless. Overwell...more

Proskauer - Employee Benefits & Executive...

Eleventh Circuit Reiterates that Burden of Proving Loss Causation Stays with Plaintiffs

The Eleventh Circuit Court of Appeals recently affirmed a district court’s grant of summary judgment in favor of the fiduciaries of the Home Depot 401(k) plan, who defended against claims that they breached their fiduciary...more

Ervin Cohen & Jessup LLP

The Battle for Supremacy: Federal Arbitration Act v. California Arbitration Act

Since its enactment, California courts have universally established the California Code of Civil Procedure section 1281.97 et seq., which governs the timely payment of fees in arbitration, allows no room for error....more

Patton Sullivan Brodehl LLP

LLC Member Acting for LLC Without Authority Is Not “Protected Activity” Under California’s Anti-SLAPP Statute

California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition (litigation) or...more

Freiberger Haber LLP

Fraud Notes: Two Cases and The Examination of Scienter

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To state a cause of action for fraud, a plaintiff must allege “a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” The...more

Rosenberg Martin Greenberg LLP

Has the Appellate Court of Maryland Disrupted the Tax Sale Market?

Real property tax certificate sales provide a way for taxing authorities to collect delinquent taxes without having to foreclose on properties and take ownership. When the purchaser of the tax sale certificate obtains the...more

Faegre Drinker Biddle & Reath LLP

Indiana Court of Appeals Affirms Defense Judgment in LLC Members' Claim for Breach of Fiduciary Duty

In Jarboe v. Moore, two LLC members sued each other for alleged breaches of fiduciary duties and fraud. The members tried their cases to a judge, who denied relief to both sides. The Indiana Court of Appeals affirmed and...more

Dechert LLP

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential...

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The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more

Walkers

Shades of grey? Unfair prejudice and derivative actions in Jersey following Ntzegkoutanis v Kimionis

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Matters of law will certainly not always be black and white, however, the Courts have adopted a traditional approach when assessing matters of mismanagement or misconduct by directors in relation to company – if there is...more

Cooley LLP

Court of Appeal Sets Out Correct Approach to Material Adverse Change in Respect of Prospects Warranties

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In an update to our May 2023 blog on the case, the Court of Appeal has held in Decision Inc Holdings Proprietary Ltd & Another v. Stephen Garbett & Another that the High Court erred both in its interpretation of and approach...more

Freiberger Haber LLP

Fraudulent Inducement, Merger Clauses and Duplication

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A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more

Davis Wright Tremaine LLP

Tendered a Notice of Claim to Your Insurer? Don't Forget to Tender the Lawsuit, Too

When it comes to insurance contracts, the devil is often in the details, as a recent Oregon Court of Appeals case illustrated. In The Final Table, LLC v. Acceptance Casualty Insurance Co., an individual was seriously injured...more

Freiberger Haber LLP

Amended Complaints, New Defendants and the Relation-Back Doctrine

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“A” brings an action against “B”. The causes of action asserted against “B” are all timely for statute of limitations purposes. Following discovery, “A” learns that “C” played a material role in the facts and...more

Holland & Knight LLP

Tenth Circuit Dismisses Claims Related to High-Cost Funds, High Recordkeeping Fees

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The U.S. Court of Appeals for the Tenth Circuit issued its decision in Matney v. Barrick Gold of North America, et al. on Sept. 6, 2023, finding that participants in an employer-sponsored defined contribution retirement plan...more

Conyers

Lau Man Sang, James and Others v. King Bun Limited and Others BVIHCMAP2021/0034

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On 7 July 2023, the Eastern Caribbean Court of Appeal handed down judgment in BVIHCMAP 2021/0034 Lau Man Sang, James and Others v. King Bun Limited and Others. Conyers represented the successful Respondents before the Court...more

Fuerst Ittleman David & Joseph

Florida Nursing Home Negligence Update: Florida’s Fourth District Court of Appeal quashes denial of motion to dismiss nursing home...

On August 9, 2023, in Preston v. The Estate of Romanoff, No. 4D23-282 (Fla. 4th DCA August 9, 2023), Florida’s Fourth District Court of Appeal granted a petition for writ of certiorari and quashed the trial court’s order...more

Adams and Reese LLP

Ask Not for Whom the Blue Bell Tolls

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Fifth Circuit Ruling Against Blue Bell’s Corporate Directors and Officers May Limit Availability of Insurance Coverage in Shareholder Derivative Actions - In a recent ruling, the United States Court of Appeals for the...more

Blake, Cassels & Graydon LLP

Cour d’appel de l’Ontario : Une perte ne peut être présumée par suite d’un manquement à l’obligation d’exécution honnête

Dans l’affaire Bhatnagar v Cresco Labs Inc (l’« affaire Bhatnagar »), la Cour d’appel de l’Ontario (la « CAO ») a statué qu’il ne peut être présumé que des dommages-intérêts seront attribués lorsqu’un défendeur a manqué à son...more

Blake, Cassels & Graydon LLP

No Loss, No Foul: Ontario Court of Appeal Clarifies That Loss Will Not Be Presumed From a Breach of the Duty of Honest Contractual...

In Bhatnagar v. Cresco Labs Inc. (Bhatnagar), the Court of Appeal for Ontario (Court) held that damages are not presumed where a defendant breaches the duty of honest contractual performance. Rather, according to the Court,...more

White and Williams LLP

Indiana Appellate Court Allows Third-Party Spoliation Claim to Proceed

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In Safeco Insurance Company of Indiana as Subrogee of Ramona Smith v. Blue Sky Innovation Group, Inc., et al, No. 22A-CT-1924, 2023 Ind. App. LEXIS 157, the Court of Appeals of Indiana (Appellate Court) reversed a trial court...more

Patton Sullivan Brodehl LLP

“Equitable Buyout” as a Remedy for LLC Wrongdoing?

In the world of LLCs, buyouts — where one member sells his/her membership interest to another member or the LLC itself — are commonplace. Buyouts generally fall into one of two categories: contractual — where the...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Enforces Delaware Forum Selection Clause to Affirm Dismissal of Derivative Claim for Alleged Violation of Section...

In Lee v. Fisher, No. 21-15923, 2023 U.S. App. LEXIS 13521 (9th Cir. June 1, 2023), the United States Court of Appeals for the Ninth Circuit, sitting en banc, affirmed the dismissal of a shareholder derivative complaint...more

Dechert LLP

UK Judgment Highlights Risks of Seeking to “Short Circuit” Hedge Fund Payment Structures

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On 25 April 2023, the English Court of Appeal reversed a decision of the High Court that found three senior former employees of an investment adviser to an investment fund liable for dishonest assistance (amongst other...more

A&O Shearman

The last word on good faith?

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Last autumn, the Court of Appeal held that actions taken by majority shareholders of a company, asking directors to resign, were not unfairly prejudicial to the minority shareholders. In doing so, the court made some...more

Pillsbury - Policyholder Pulse blog

U.S. Supreme Court to Decide Whether State’s Public Policy Interest Could Sink Insurance Policy’s Choice-of-Law Provision

The rare insurance dispute has appeared on the horizon for the nation’s highest court. Last month, the U.S. Supreme Court granted certiorari and agreed to take up the case of Great Lakes Insurance SE v. Raiders Retreat Realty...more

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