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Shareholders Unjust Enrichment

Jones Day

Second Circuit Adopts "Transfer-by-Transfer" Approach to Bankruptcy Code's Safe Harbor for Securities Contracts Payments

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The scope of the Bankruptcy Code's "safe harbor" shielding certain securities, commodity, or forward-contract payments from avoidance as fraudulent transfers has long been a magnet for controversy, particularly after the U.S....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

Fuerst Ittleman David & Joseph

Navigating Unjust Enrichment Claims in Florida: Direct (and Indirect) Lessons from CFLB Partnership, LLC v. Diamond Blue Int’l,...

A sometimes-overlooked factor in unjust enrichment claims is that the claimant must directly confer a benefit on the defendant—not indirectly, not effectively, not practically, but directly. The Florida Supreme Court made...more

Goodwin

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit

Goodwin on

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more

Robinson+Cole Manufacturing Law Blog

Shareholder Files Derivative Suit Targeting Company Executives for Greenwashing

Last week, a shareholder of Danimer Scientific, Inc., filed a derivative suit against the company’s executives and board members, alleging that overstated sustainability claims led to millions of dollars in market...more

Goodwin

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. for Failing to Allege Demand Futility

Goodwin on

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more

Goodwin

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys

Goodwin on

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys; District of Massachusetts Allows Putative Securities Class Action to Proceed Against OvaScience Investors; Delaware Chancery...more

Goodwin

SEC’s Disgorgement Authority Expanded Under National Defense Authorization Act for Fiscal Year 2021

Goodwin on

SEC’s Disgorgement Authority Expanded Under National Defense Authorization Act for Fiscal Year 2021; Delaware Court of Chancery Rejects Derivative Claim Based On Deficient Anti-Money Laundering Compliance Efforts: “Bad...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

K&L Gates LLP

Chancery Court Holds Under-Manned Board’s Acts Were Invalid but Potentially Susceptible to Validation under DGCL §205

K&L Gates LLP on

In Applied Energetics, Inc. v. George Farley, et al., C.A. No. 2018-0489-JTL (Del. Ch., Aug. 3, 2020), the Delaware Court of Chancery (the “Court”) considered a motion for partial summary judgment by Applied Energetics, Inc....more

Farrell Fritz, P.C.

Another Door Closes to Federal Court in Judicial Dissolution Cases

Farrell Fritz, P.C. on

Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Winstead PC

Court Holds That A Plaintiff Can Raise A Conspiracy To Breach Fiduciary Duty Claim Even Where The Party Who Owed Fiduciary Duties...

Winstead PC on

In Klinek v. Luxeyard, Inc., a company sued its majority shareholder in a suit for breach of fiduciary duty arising from a pump-and-dump scheme and later settled that claim. No. 14-17-00899-C, 2019 Tex. App. LEXIS 9421 (Tex....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

Skadden, Arps, Slate, Meagher & Flom LLP

"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

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