News & Analysis as of

Business Litigation

No Prize for Nobel Laureate in Fight for Bigger Stake in Biotech Company

by Farrell Fritz, P.C. on

The Nobel Prize symbolizes the apex of human achievement in the arts and sciences. It is no guarantee, however, that its recipients are equally adept when it comes to their own business endeavors....more

Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day

by Farrell Fritz, P.C. on

Lawyers are famous for arguing seemingly inconsistent positions at the same time. We practitioners lovingly refer to the technique as “arguing in the alternative.” The famous Texas trial lawyer, Richard “Racehorse” Haynes,...more

The Second Circuit Joins the Split by Allowing Attorneys’ Fees under FRCP 41

by Robins Kaplan LLP on

In the midst of reviewing the propriety of derivative representation under New York law, the Second Circuit joined a fray among its sister Circuits by allowing the recovery of attorneys’ fees under FRCP 41(d)....more

Resources for Doing Business in the United States - Installment #12 - Commercial Litigation

by Garvey Schubert Barer on

Imagine you are focused on the latest growth trends of your business, working hard to forecast where your next sales will come from. You're thinking about what new staff you will need to support that growth. While you are...more

Enforcing a Breakup Fee in a Financing Term Sheet

A case this past year, White Winston Select Asset Funds, LLC v. Intercloud System, Inc. (D.N.J. Oct. 3, 2017), addressed the enforceability of a breakup fee provision in a term sheet for second lien financing. ...more

Court Grants 50% LLC Member Derivative Right to Defend Action Brought by Other 50% Member’s Solely Owned Company

by Farrell Fritz, P.C. on

You know there’s something unusual going on in a case involving a dispute between co-members of an LLC — a form of business entity that didn’t exist in New York until 1994 — when the key legal precedents cited in the parties’...more

2018 Carlton Fields Class Action Survey

by Carlton Fields on

The seventh annual Carlton Fields Class Action Survey, released April 24, reveals important issues and trends related to class action matters and management based on interviews with general counsel or senior legal officers at...more

Personal Jurisdiction And LLCs – Does Citizenship Matter?

by Husch Blackwell LLP on

When deciding whether to remove a case when an LLC is a party it is necessary to look at the citizenship of the LLC’s members to determine whether there is diversity for subject matter jurisdiction. However, citizenship of...more

Operating Agreement Dooms Derivative Claims by Deceased LLC Member’s Estate

by Farrell Fritz, P.C. on

In business divorce litigation, petitioners / plaintiffs often want to start the case with a bang. A common tactic is to file a petition / complaint simultaneously with an injunction motion. Often there is a real need for an...more

Delaware Chancery Court Finds Elon Musk May Be Controlling Stockholder of Tesla Motors

On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more

Business Litigation Alert: "Texas Supreme Court Ruling Highlights the Importance of Heeding 'Red Flags' During Pre-Contract...

by Porter Hedges LLP on

Last month, the Texas Supreme Court upheld a lower court’s decision to toss a lawsuit by Orca Assets GP LLP against JP Morgan Chase over property in the Eagle Ford Shale. ...more

Shareholder Oppression Requires More Than Denial of Access to Company Information

by Farrell Fritz, P.C. on

The family-owned business at the center of Vaccari v Vaccari, 2018 NY Slip Op 30546(U) [Sup Ct NY County Mar. 28, 2018], decided last month by veteran Manhattan Commercial Division Justice Eileen Bransten, is a classic...more

Blue Man Group Member’s Fiduciary Duty Claim Drummed Out of Court

by Farrell Fritz, P.C. on

Ian Pai was an early participant in the Blue Man Group (“BMG”). Between 1989 and 1991, he met and began collaborating with the founders of BMG, namely, Chris Wink, Phillip Stanton and Matt Goldman. ...more

New York’s High Court Takes Fresh Approach to Wrongful Dissolution, Sustains Valuation Discounts, Limits Damages in Partnership...

by Farrell Fritz, P.C. on

There’s a lot to digest in last week’s decision by the Court of Appeals — New York’s highest court — affirming and modifying in part the intermediate appellate court’s ruling in Congel v Malfitano, a “wrongful dissolution”...more

Campbell-Ewald In Massachusetts

by Pierce Atwood LLP on

On March 6th, in Silva v. Todisco Services, Inc., Judge Kenneth Salinger, sitting in the Business Litigation Session of the Massachusetts Superior Court, held that a defendant’s tendering of the maximum amount of damages a...more

Lack of Judges Leads to Longer Litigation Times

by PilieroMazza PLLC on

During the past three years, the number of judicial vacancies in U.S. federal courts has quickly grown. While there has been a flurry of individuals recently nominated to fill the vacant judgeships, many positions remain...more

Business Litigation E-Note - March 2018

by Burr & Forman on

The regulation of virtual currencies, or cryptocurrencies, is evolving. In an important new decision from the United States District Court for the Eastern District of New York, the Court held, among other things, that the...more

Minimizing the Risk of Litigation: Acquisitions

by Polsinelli on

In an acquisition, part of a buyer’s goal is to make as informed a decision as possible and to close the deal efficiently and inexpensively. Costly, post-acquisition litigation is the last thing any party to a transaction...more

Unexpected Loopholes to Liability for Special Events

by Barley Snyder on

The upcoming warmer weather will signal the start of race season, with organizations and businesses throughout central Pennsylvania hosting 5k run/walks, bike races and or any kind of outdoor activity to raise money for...more

Business Litigation Reporter - March 2018

by Goodwin on

In This Issue: The addition of new AAA, JAMS, and CPR rules governing emergency requests for interim relief, and recent court decisions in the wake of those rules, have raised important new issues. Whereas most courts...more

You Dissented From a Merger. Are You Bound by Your Non-Compete?

by Farrell Fritz, P.C. on

New York’s business-entity statutes, like those across the nation, provide minority owners with the right to dissent from a merger and to be paid the fair value of the dissenter’s ownership interest. Now assume the dissenter...more

Gordon Woodward Comments on Instructive Court Opinion Regarding Communication with In-House Counsel

In SodexoMAGIC, LLC v. Drexel University, Civil Action No. 16-5144 (ED Pa. 2018), Judge Baylson addressed the issue of attorney-client privilege and communications between company employees and their in-house counsel. This is...more

Best in Law: Tips to Keep Client-Attorney Communications Confidential

by Best Best & Krieger LLP on

Most people have heard of the “attorney-client privileged communication” and may even have a fair idea of what that means. But a lack of understanding about how it works can lead to errors that can render the communication no...more

Corporation Denied Motion to Enjoin Arbitration against its Alleged Alter Ego

In Royal Wine Corp. v. Cognac Ferrand SAS, Justice Andrea Masley of the Commercial Division denied Plaintiff Royal Wine Corporation’s (“Royal”) motion for a preliminary injunction to enjoin arbitration that defendant Cognac...more

Commercial Division Rejects Disclosure-Only Settlement

On February 8, 2018, Justice Shirley Werner Kornreich of the Commercial Division rejected a disclosure-only class action settlement in City Trading Fund v. Nye, 2018 BL 44689 (Sup. Ct. Feb. 08, 2018)....more

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