News & Analysis as of

Fraud Shareholders Fiduciary Duty

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
Carey Olsen

Standing room only: a “person aggrieved” under s.273 of the BVI Insolvency Act 2003

Carey Olsen on

In a judgment handed down on 15 April 2025, Stevanovich v Matthew Richardson and another (as Joint Liquidators of Barrington Capital Group Ltd (in Liquidation) [2025] UKPC 18, the Judicial Committee of the Privy Council (the...more

Freiberger Haber LLP

The Absence of a Single Statute of Limitations for Breach of Fiduciary Duty Claims

Freiberger Haber LLP on

In New York, litigants often grapple with the appropriate limitation period to apply to breach of fiduciary claims. There is no single statute of limitations that the courts and the parties can look to. “Rather, the choice of...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

Hendershot Cowart P.C.

Shareholder Actions: Direct Vs. Derivative Suits

Hendershot Cowart P.C. on

When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...more

Sheppard Mullin Richter & Hampton LLP

New York Courts Continue to Enforce Broad General Releases, Even When Claims are Unforeseeable at the Time of Contract Execution

In Chadha v. Wahedna, 2021 NY Slip Op. 50509(U) (Sup. Ct. N.Y. Cnty. 2021), Justice Ostrager of the New York County Commercial Division, dismissed Plaintiff Nilsa Chadha’s (“Plaintiff”) claims in their entirety due to...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

Goodwin

Ninth Circuit Holds Loss Causation May Be Predicated on Information Potentially Available Under Freedom of Information Act

Goodwin on

Ninth Circuit Holds Loss Causation May Be Predicated on Information Potentially Available Under Freedom of Information Act; D.C. Circuit Upholds FINRA’s Permanent Ban of Broker Accused of Misconduct After Finding SCOTUS...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Morris James LLP

Chancery Examines Framework of Fiduciary Disclosure Obligations in Soliciting Private Investments

Morris James LLP on

Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019). This opinion decides a motion to dismiss fraud and related tort claims arising out of various investments against a former director and CEO and an...more

A&O Shearman

District Of Delaware Finds Successful Section 220 Action Tolled Claims For Alleged Mismanagement

A&O Shearman on

On September 4, 2018, Judge Leonard P. Stark of the United States District Court for District of Delaware ruled that a shareholder’s separate Section 220 action for books and records tolled claims against the managing...more

Farrell Fritz, P.C.

Withdraw a Dissolution Claim? Not So Fast

Farrell Fritz, P.C. on

Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more

Perkins Coie

Delaware Court’s Finding of $148 Million Fraud by Dole CEO and General Counsel Offers Major Lessons in Take-Private Deals

Perkins Coie on

The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and General Counsel Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company’s 2013 take-private deal. The August...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more

Sheppard Mullin Richter & Hampton LLP

Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against...

In Levitt v. J.P. Morgan Securities, Inc., No. 10-4596, 2013 WL 1007678 (2d Cir. Mar. 15, 2013), the United States Court of Appeals for the Second Circuit reversed a district court order certifying a class of shareholder...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside The Courts - December 2012

This issue of Inside the Courts, Skadden's securities litigation newsletter, includes summaries and associated court opinions of selected noteworthy cases principally decided from July to November 2012. This edition addresses...more

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