News & Analysis as of

Fraud Mergers Motion to Dismiss

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
A&O Shearman

Southern District Of New York Grants In Part And Denies In Part Motion To Dismiss Regarding SPAC Acquisition of Online Lottery...

A&O Shearman on

On February 25, 2025, Judge Jennifer L. Rochon of the United States District Court for the Southern District of New York granted in part and denied in part motions to dismiss amended complaints filed in a putative class...more

A&O Shearman

Southern District Of California Grants Motion To Dismiss Securities Claims Against Hardware Company For Lack Of Statutory Standing...

A&O Shearman on

On January 2, 2025, Judge Cathy Ann Bencivengo of the United States District Court for the Southern District of California granted a motion to dismiss a securities action asserting claims under Sections 10(b), 20(a), and 18...more

Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

Morris James LLP on

Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...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

Morris James LLP

Superior Court CCLD Addresses Pleading Standards for Trade Secret, Fraud and Implied Covenant Claims

Morris James LLP on

Brightstar Corp. v. PCS Wireless, LLC, C.A. No. N18C-10-250 PRW CCLD (Del. Super. Ct. Aug. 7, 2019). Brightstar and PCS, two competitors that distribute new and pre-owned mobile devices, entered into a buy/sell agreement...more

Bass, Berry & Sims PLC

Chris Lazarini Analyzes Link Between Alleged Fraud and Economic Harm to Shareholders

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which a group of shareholders claimed misleading statements in a press release caused them to sell stock early and lose money in a subsequent bidding war. The...more

Morris James LLP

Court Of Chancery Explains Fraud Pleading Standards

Morris James LLP on

Sparton Corporation v. O’Neil, C.A. 12403-VCMR (August 9, 2017) - This decision explains what needs to be alleged to state a fraud claim. ...more

McCarter & English, LLP

Delaware Law Updates - Delaware Court Of Chancery Upholds Continuous Ownership Rule In Dismissing Derivative Claims Of...

In re Massey Energy Co. Deriv. & Class Action Litig., C.A. No. 5430-CB (Del. Ch. May 4, 2017), Bouchard, C. – The Delaware Court of Chancery granted the defendants’ motion to dismiss the complaint based on the continuous...more

Hogan Lovells

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

Hogan Lovells on

In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

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