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
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
Even a court order approving an accounting may not protect a California fiduciary if the accounting is inaccurate. That’s the upshot of Hudson v. Foster (2021) ___ Cal.App.5th ___, a recent California Court of Appeal decision...more
Stockholders of Zimmer Biomet Holdings, Inc., brought a derivative law suit. Zimmer is a company that manufactures and markets various products in the highly regulated medical device industry. The plaintiffs’ claims stemmed...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
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...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
Areas of Discussion: - In this Presentation, we will discuss the following: - Duty of loyalty; - Authority for trustee compensation; - Factors for reasonable compensation; - Other issues arising from trustee...more
In CLC Roofing v. Helzer, a roofer purchased shingles from a seller and stored them on the seller’s property. No. 02-17-00229-CV, 2019 Tex. App. LEXIS 5927 (Tex. App.—Fort Worth July 11, 2019, no pet. history). ...more
In Bombardier Aero. Corp. v. Spep Aircraft Holdings, a plaintiff who had purchased an aircraft sued the defendant for fraud associated with representations regarding whether the aircraft was new or used. No. 17-0578, 2019...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
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August 2017 and October 2017....more
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
On February 2, 2017, the Appellate Division, First Department issued a unanimous decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 BL 31251 (1st Dep’t Feb. 2, 2017) that may have significant consequences...more
David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, presented his speech on a “Trustees’ Duty To Disclose In Texas” to the Tarrant County Bar Association’s Business and Estate Section’s membership lunch in...more
Last week, OCIE published a National Exam Program Risk Alert highlighting the staff’s focus on advisers’ responsibility to act consistently with their clients’ best interests. According to OCIE, its latest sweep examination,...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
Editor's Overview - As the summer draws to a close, this month's Newsletter previews three cases that the U.S. Supreme Court already has agreed to hear that ought to be of particular interest to ERISA plan sponsors and...more
A federal district court in Georgia held that plan fiduciaries of a closely-held company’s single stock ERISA fund may have a duty to disclose material, non-public information concerning the value of the company’s shares when...more