v. Counseling Resource Associates, Inc. , Del. Supr., No. 460,
2011 (Jan. 2, 2013), the Delaware Supreme Court promulgated a new standard
for trial courts to apply in determining what the penalty should be when a
pre-trial deadline is...
On January 10, 2013, in a detailed and interesting
opinion with features that may be helpful to other life sciences securities
suit defendants, Middle District of Tennessee Judge Kevin Sharp granted the
motion of Biomimetic Therapeutics to dismiss...
At a recent Conference Board webcast, Governance Watch: Social Technology in the Boardroom .
Bob Zukis, Chairman and CEO of Saaskwatch Systems (and a Senior Fellow in
the Governance Center) and Barry Libert, Chairman and CEO of...
Noteworthy 2012 Corporate and Commercial
Decisions from Delaware's Supreme Court and Court of Chancery.
By: Francis G.X. Pileggi and Kevin F. Brady.
This is the eighth year that we are providing an annual
review of key Delaware...
On December 7, 2012, in a comprehensive victory for the
FDIC in its capacity as receiver of the failed IndyMac bank, a jury in the
Central District of California entered a verdict of $168.8 million in the
FDIC's lawsuit against three former officers...
In what is by far the largest settlement in the current
wave of securities litigation involving Chinese companies, Ernst &Young,
which served as the outside auditor for Sino-Forest, has agreed to pay C$117
million to settle the securities suit...
When HP announced its intention to acquire Autonomy, the
British data analysis firm now mired
in accusations of serious fraud , Deloitte probably shed some enormous tears
of joy. Deloitte was more than happy, I'm sure, to rid itself of the Autonomy...
When H-P announced
on November 20, 2012 that it was taking an $8.8 billion charge after it
discovered "accounting improprieties, misrepresentations and disclosure
failures" at its Autonomy unit (which H-P acquired in October 2011 for $11...
WASHINGTON, D.C. - (Mealey's) The U.S. Supreme Court on Nov. 26 heard
oral arguments regarding whether the state-action doctrine applied to immunize
a merger between two Georgia
hospitals from the Federal Trade Commission's challenge that the...
As Alison Frankel recently reported in her On the Case
blog ( here ),
the insider trading charges to which former Morgan Stanley hedge fund manager
Joseph "Chip" Skowron pled guilty cost the company a lot of money. And, as
I taped an episode of the Keiser Report last week while in New York. The focus was
Jamie Dimon with a bit of MF Global thrown in for heat. Max Keiser, the host,
asked me, "Why does Jamie Dimon of JPMorgan still have a job?"
Hard to say...
One of the more interesting story lines in the securities
class action litigation arena in recent years has been the emergence
of substantial class action opt-out litigation , whereby various claimants
representing significant shareholder ownership...
The antitrust risk is on the
buyer to take agreed steps to obtain antitrust approvals, and some of the risk
is allocated to the seller by allowing the parties to walk away from the deal
if the most extreme risks materialize. This article outlines the...
Owning data can be like owning a tiger. Both are
extremely powerful and useful-even essential-for your particular business.
Specific laws govern how both are to be treated and maintained. It is also
very, very bad if you lose either of them.
Gatz Properties LLC v. Auriga Capital Corp. , No. 148, 2012 (Del. Supr. Nov. 7, 2012) (Per Curiam).
Delaware's High Court held that the manager of an LLC violated a contracted-for fiduciary duty that adopted the equitable standard...
Rich v. Fuqi Int'l, Inc., C.A. No. 5653-VCG (Del. Ch. Nov. 5, 2012).
Why this opinion is noteworthy : The Delaware Court of Chancery reaffirms in this pithy opinion that the Delaware General Corporation Law's requirement in Section 211 that...
WASHINGTON, D.C. - (Mealey's) The U.S. Supreme Court heard
oral arguments Nov. 5 on "[w]hether a district court may certify a class action
without resolving whether the plaintiff class has introduced admissible
evidence, including expert testimony...
Next Tuesday, the country will elect its President for
the next four years. Exactly one week later, Congress will return to take up a
critical piece of deferred business that could dramatically affect the country
for the next four years and even beyond...
In a succinct per curiam
opinion, the Eleventh Circuit sensibly holds that a formally dissolved
corporation has no principal place of business. Accordingly, for diversity
jurisdiction purposes, such a corporation will be deemed a citizen...
by Dylan Ballard and Nadezhda Nikonova
The Ninth Circuit unanimously
affirmed a grant of summary judgment for defendants in an antitrust suit
involving alleged price-fixing of ATM fees, holding that the plaintiffs were
indirect purchasers within...
warned at re: The Auditors in July that the U.S. Securities and
Exchange Commission and the audit regulator, the PCAOB, were publicly ignoring
more important implications of their restricted access to Chinese
auditors than the delisting of Chinese...
by Yasue (Becky) Nao Koblitz and Ling Zhang
On June 29, 2012, MOFCOM and
other agencies issued a "Implementation Opinion" (which contains
broad sweeping policy statements). PRC companies should be careful not to
interpret this Opinion...
Many severance and other compensation arrangements provide for payment only if and when the employee signs a release of claims and the release has become irrevocable.
For a general release of claims to be valid under federal employment law, the employer...
If we do not act, boldly and immediately, we will replay
the depression of the 1930s, only this time it will be far, far worse. We don't
do this now, we won't have an economy on Monday.
Fed Chairman Ben Bernanke, "Too Big To
On September 7, 2012, the Delaware Supreme Court, applying California law, held that Intel's excess insurer's defense obligations were not triggered where Intel had settled with the underlying insurer for less than policy limits and had itself...