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Negotiations Fiduciary Duty

Farella Braun + Martel LLP

Disputes Between Shareholders May Not Be Governed by Fiduciary Duties but Could Be Covered by Insurance

Disputes regarding ownership interests often arise in the context of closely held corporations, particularly when directors, officers, or majority shareholders sell or acquire ownership interests in the company. These...more

Farrell Fritz, P.C.

Appellate Ruling Puts Pappas v. Tzolis to the Test

Farrell Fritz, P.C. on

The New York Court of Appeals’ 2012 opinion in Pappas v Tzolis, decided in the wake and spirit of that court’s rulings the year before in the Centro Empresarial v America Movil and Arfa v Zamir cases, raised the bar for...more

Foley & Lardner LLP

401(k) Fiduciary Litigation on the Rise –Take These Steps Now to Avoid Liability Later

Foley & Lardner LLP on

A recent spate of lawsuits against large employers’ 401(k) retirement plans (a Plan) has refocused attention on the need for plan administrators to ensure that they are honoring their fiduciary duties and prudently managing...more

Stinson - Corporate & Securities Law Blog

Homefed: MFW Conditions Not Timely Implemented

In Re Homefed Corporation Stockholder Litigation arose from a transaction in which Jefferies Financial Group Inc., the 70% stockholder of HomeFed Corporation, acquired the rest of the shares of the company in July 2019 by...more

Stinson - Corporate & Securities Law Blog

Director’s Undisclosed Conflict Prevents Application of Business Judgment Rule in Acquisition

City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited...more

Troutman Pepper

Ab Initio 2.0: Even Without a Controller, Special Committees Must Be Formed Before Economic Negotiations Begin

Troutman Pepper on

On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more

Brooks Pierce

NC Business Court Says That Bank Didn't Owe A Fiduciary Duty To Its Customer, But Recognizes New Cause Of Action: Breach Of A Duty...

Brooks Pierce on

Were you thinking that the Business Court might, one day, find that a bank owed a fiduciary duty to its customer? That seemed like it might happen eventually, as the NC Supreme Court seemed to hold out that possibility last...more

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