4 Key Takeaways | Trade Secret Update 2024 Legal Developments and Trends
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
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
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
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
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
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
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
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
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
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
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
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
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
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