News & Analysis as of

Rebuttable Presumptions Fiduciary Duty

Goodwin

Second Circuit Rules that Syndicated Loans Are Not “Securities” Under State and Federal Law

Goodwin on

On August 24, 2023, the U.S. Court of Appeals for the Second Circuit in Kirschner unanimously  held that notes evidencing syndicated loans do not plausibly qualify as “securities” covered by state and federal securities laws...more

McGlinchey Stafford

Is My Electronic Signature Valid? - Commercial Law Bulletin - June 10 2022

McGlinchey Stafford on

Ohio- Uniform Trade Secrets Act Sal’s Heating & Cooling, Inc. v. Bers Acquisition Co., 8th Dist. Cuyahoga No. 110685, 2022-Ohio-1756- In this appeal, the Eighth Appellate District affirmed the trial court’s decision,...more

A&O Shearman

Federal Reserve Board Adopts Final Control Regulation

A&O Shearman on

On January 30, 2020, the Federal Reserve Board (the “Board”) adopted final rules (the “Final Control Regulation”) to provide increased transparency and consistency around determining when an investor company has “control”...more

White & Case LLP

Federal Reserve Finalizes Rule Updating Controlling Influence Framework

White & Case LLP on

On January 30, the Federal Reserve released a highly anticipated final rule that substantially updates and clarifies the agency's regulatory framework for determining when an investor exercises a controlling influence over a...more

A&O Shearman

Delaware Court Of Chancery Dismisses Stockholder Challenge To Merger For Failure To Rebut Business Judgment Rule

A&O Shearman on

On July 25, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery dismissed a stockholder suit challenging the $18 billion merger of equals between Towers Watson & Co. and Willis Group Holdings plc,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - March 2018/ Volume 10 / Issue 1

This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more

Kilpatrick

The Businesses Judgment Rule: Time for Conceptual Clarity

Kilpatrick on

I wager that most readers of this post misunderstand the “business judgment rule” in some important regard, regardless of years of practice experience and whether you are a transactional or litigation corporate lawyer. It is...more

Shumaker, Loop & Kendrick, LLP

Condominiums and Conflicts of Interest: How to interpret the rebuttable presumption

The legislature recently amended Chapter 718 of the Florida Statues, relating to condominiums, to create a rebuttable presumption that a conflict of interest exist in certain situations.[1] A conflict of interest is a real or...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Manatt, Phelps & Phillips, LLP

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Proskauer - Employee Benefits & Executive...

District Court in Tenth Circuit Adopts Presumption of Prudence

A district court in the Tenth Circuit adopted the presumption of prudence in dismissing a class action alleging that the defendants violated their fiduciary duties by allowing participants to continue investing in company...more

Cozen O'Connor

The Washington Supreme Court Holds That in First-Party Bad Faith Litigation There Is a Presumption of No Attorney-Client Privilege

Cozen O'Connor on

When an insured sues an insurer for bad faith, how much of the claims file maintained by the insurer is discoverable? In a 5-4 decision, the Washington Supreme Court recently weakened insurers’ ability to protect confidential...more

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