Podcast: Non-binding Guidance: SEC Disclosure Issues for Life Sciences Companies
So, you’re in a partnership or some form of corporate ownership that acts like one. Something is rotten in the State of Denmark: you think one of your fellow partners is doing something borderline unethical or maybe even...more
In Mendell v. Scott, a decedent had a trust that named him as primary beneficiary, and upon his death, the trust would continue for a niece provided that she did not commit a prohibited act. No. 01-20-00578-CV, 2023 Tex. App....more
A Utah federal court recently held that when negotiating a pass-through settlement agreement, a contractor has a duty to disclose information to its subcontractor regarding the viability of the claims to be passed through....more
David F. Johnson will address the complex issues surrounding a trustee’s duty to disclose and will compare Texas law and the Uniform Trust Code on this topic. He will address disclosure requirements under trust documents and...more
David F. Johnson presented “Trustee’s Obligation to Inform Beneficiaries: Avoiding Breach of Fiduciary Duty Claims” to a national audience on November 16, 2021, via Strafford publishing with his co-presenter Scott E. Rahn,...more
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
A business divorce may mean that the owners need to sell the business or the business’s assets. In the following case, some of the owners/officers took advantage of a sale transaction to benefit from that transaction at the...more
Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners. ...more
In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely...more
California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more
The U.S. Supreme Court’s 2019-20 term is receiving substantial attention for cases involving signature initiatives of President Donald Trump’s administration. But the Court also maintains an extensive docket directly relevant...more
In In re Alexander, a beneficiary filed suit against the trustee based on multiple allegations of breach of fiduciary duty, including an allegation that the trustee attempted to transfer the trustee position to successors in...more
Ending a more than 15-year-long legal battle, the Fifth Circuit on May 24, 2019, unanimously affirmed the dismissal of a proposed class action against subsidiaries of UBS AG, alleging violations of U.S. securities laws for...more
On October 16, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion in In re PLX Technology Inc. Stockholder Litigation, a dispute arising from the August 2014 merger between...more
Federal Circuit Finds Claims Issued from Reexamination Co-Pending with Appeal Ineligible Where the Changes Did Not Affect Section 101 Eligibility - In SAP AMERICA, Inc. v. InvestPic, LLC, Appeal No. 2017-2081, the...more
Federal Circuit Summary - Before Reyna, Bryson, and Hughes. Appeal from the Northern District of California. Summary: Breach of a duty of disclosure to a standards-setting organization may constitute implied waiver,...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August 2017 and October 2017....more
Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more
The SEC’s regulation of the private investment funds industry has generated significant attention and commentary, as well as a fair amount of hand-wringing. From our perspective as lawyers, however, there is a relatively...more
The far-reaching reforms affect any business using insurance and go into effect August 2016. The Insurance Act 2015 (the Act) will come into force 12 August 2016. The Act introduces a raft of changes and will be relevant...more