News & Analysis as of

Fiduciary Duty

First Department Affirms that an LLC’s Operating Agreement Trumps Delaware Law

A unanimous panel of the Appellate Division, First Department recently affirmed a ruling by the Commercial Division dismissing causes of action against the ACE Group International LLC (“AGI”) brought by the estate of the...more

Limitations Period Doesn't Apply to Tribal Claim for Mismanagement of Trust Funds - Court of Federal Claims Ruling May Expand...

by Holland & Knight LLP on

• A decision by the Court of Federal Claims has important implications for breach of trust claims involving tribal trust funds. • Most claims for mismanagement of tribal trust resources are limited to the six-year period...more

New York State Department of Financial Services Proposes Fiduciary Standard for Insurance Brokers

by Shearman & Sterling LLP on

The New York Department of Financial Services published a proposed amendment which would require insurance brokers to offer products that align with a customer’s “best interest,” instead of products that offer the most...more

Did Santa Give the Insurance Industry a Lump of Coal or a Diamond in the Rough? The Proposed Suitability and Best Interest...

by Carlton Fields on

As reported in our November 28 client alert, the National Association of Insurance Commissioners’ (NAIC) Annuity Suitability Working Group (Suitability WG) circulated the proposed Suitability and Best Interest Standard of...more

The DOL Fiduciary Rule: Charting a Course, Avoiding Collisions & Potential Litigation Q&A #4 - Q&As on Annuity Sales Practices,...

by Carlton Fields on

For the past several months, we have written about potential litigation issues under the “revised temporary” DOL Rule involving the offer and sale of annuities in the IRA market. This article continues that discussion. ...more

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

by Pepper Hamilton LLP on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

The Continuing Representation Doctrine Does Not Apply to Fraud Allegations

by Carlton Fields on

In Messmer v. KDK Fin. Serv. Inc., an individual action involving alleged fraud in connection with the sale and surrender of deferred annuities to a senior, the Indiana Court of Appeals refused to extend the doctrine of...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

In naming Gregory Abel and Ajit Jain vice chairs, Berkshire Hathaway took another big step this week in laying out LAWB (Life After Warren Buffet)....more

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

by Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Delaware Supreme Court Affirms Decision That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On December 18, 2017, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached...more

Delaware Court Of Chancery Upholds Shareholder's Disclosure Claim In Connection With Tender Offer, But Indicates Relief, If Any,...

by Shearman & Sterling LLP on

On December 22, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery declined to dismiss a direct breach of fiduciary duty claim brought by a shareholder plaintiff against directors and officers of casino...more

Delaware Court Of Chancery Grants Books And Records Demand, Holding That Corwin Is Irrelevant To Section 220 Proceedings

by Shearman & Sterling LLP on

On December 29, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted a stockholder’s demand to inspect books and records related to the acquisition of West Corporation (“West”) by Apollo...more

“You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

by Shearman & Sterling LLP on

On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more

ERISA Newsletter - Fourth Quarter 2017

by Proskauer Rose LLP on

Editor's Overview - For over two decades, federal law has required covered health plans and insurers to ensure that certain mental health benefits are in parity with offered medical/surgical benefits. The meaning of...more

The Friday Five: Five Current ERISA Litigation Highlights - January 2018

Invasion of Privacy Claim Preempted by ERISA. A Western District of Pennsylvania court granted the administrator’s Rule 12(b)(6) motion to dismiss the plaintiff’s invasion of privacy claim as preempted by ERISA. ...more

Municipal Advisor Firm and Principal Charged with Fraudulent Practices and Breach of Fiduciary Duty as SEC Continues Enforcement...

by Bracewell LLP on

The SEC charged registered municipal advisor Malachi Financial Products, Inc. and its principal Porter B. Bingham with violations of Sections 15B(a)(5) and 15B(c)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) and...more

Federal Court Dismisses Breach of Fiduciary Duty Claim Because It Was Preempted By The Texas Uniform Trade Secret Act

by Winstead PC on

In Embarcadero Techs., Inc. v. Redgate Software, Inc., four employees left their employer and began working at a new company. No. 1:17-cv-444-RP, 2018 U.S. Dist. LEXIS 1902 (W.D. Tex. January 5, 2018). ...more

Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans

In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more

ERISA Fiduciary Rule Facing Precarious Future

Since its original release as a proposed rule in April 2015 and as a final rule a year later, the Department of Labor’s (DOL's) so-called fiduciary rule — which expands the “investment advice fiduciary” definition under the...more

Knee Deep in the Big Muddy of Director Compensation and Stockholder Ratification

by Holland & Knight LLP on

• The Delaware Supreme Court delivered a gift to the plaintiffs' bar with its recent opinion reversing the Court of Chancery's In Re Investors Bancorp, Inc. Stockholder Litigation decision. • This decision, the first...more

Recent Cases of Interest to Fiduciaries

by McGuireWoods LLP on

In the most recent installment of the McGuireWoods Fiduciary Advisory Services annual multipart series on recent fiduciary cases, developments in the law concerning various topics are examined through the following:...more

Discretionary Director Compensation Subject to Entire Fairness Review

by White & Case LLP on

On December 13, 2017, on appeal from the Chancery Court, the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, Del. Supr., No. 169, 2017, Strine, C.J. (Dec. 13, 2017) ("Bancorp"), denied a motion...more

Fiduciary Duties of “Ordinary” People

by Burns & Levinson LLP on

In a recent blog post, I discussed how all-encompassing a fiduciary duty can be and how in-house counsel in closely held businesses might want to advise insiders about measures that could curb or even eliminate some of those...more

Court Of Chancery Explains When A Prediction Is A Misleading Disclosure

by Morris James LLP on

Chatham Asset Management LLC v. Papanier, C.A. No. 2017-0088-AGB (Dec. 22, 2017) - It is often said that a mere prediction of some future event cannot be misleading because such predictions are speculations that cannot be...more

Plaintiffs Lack Standing to Bring ERISA Fee Litigation Case

A federal district court in Georgia dismissed claims by participants in Delta Air Lines, Inc.’s 401(k) plan who alleged that Delta breached its ERISA fiduciary duties by allowing the plan to invest in funds that allegedly...more

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