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Business Litigation Motion to Dismiss Shareholders

Jones Day

Court of Chancery Grants Rare Motion to Dismiss Suit Governed by Entire Fairness Standard

Jones Day on

The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

Goodwin on

Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Farrell Fritz, P.C.

Commercial Division Finds Allegations of Complete Control Insufficient to Support a Veil-Piercing Theory

Farrell Fritz, P.C. on

A familiar fact pattern: ParentCo is the owner and controlling shareholder of SubCo.  ParentCo completely controls SubCo.  The two companies have the same officers, issue consolidated financial returns, and the profits and...more

Farrell Fritz, P.C.

Resignation: Antidote for Internal Dissention and Deadlock?

Farrell Fritz, P.C. on

There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more

Farrell Fritz, P.C.

Economic Justification for the Win – Defeating a Tortious Interference Claim

Farrell Fritz, P.C. on

Consider this situation: You are a shareholder of a company who is about to enter into a contract with a third party. But you know that this is a bad deal that will negatively impact the company....more

Farrell Fritz, P.C.

Dismissed: The Tragic, True Story of Direct and Derivative Claims Jumbled Together Beyond Recognition

Farrell Fritz, P.C. on

Much has been written about the pleading requirements unique to shareholder derivative lawsuits. For example, a derivative complaint must allege the plaintiff’s standing as a shareholder at all relevant times. Demand upon the...more

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q4 2018

Hogan Lovells on

This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions. ...more

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