On March 27, 2013, the U.S. Supreme Court continued its
recent trend of imposing more stringent standards for class certification in Comcast
Corporation v. Behrend , 569 U.S. ___ (2013) [lexis.com
by Vance E.
The transition of a family owned or closely-held business
is an important event for families. In a prior article, we covered the issues
that a business owner faces in general in preparing a succession plan....
On March 29, 2013, in a ruling that she acknowledged some
might find to be "unexpected" in light of the substantial regulatory fines and
penalties that some of the defendants have paid, Southern District of New York Naomi Reice Buchwald
Mutual fund directors have been attacked before. For
example, in his 2002
letter to shareholders of Berkshire Hathaway, Berkshire chairman Warren
Buffett took a detour in an essay about corporate governance to express
concerns about mutual fund directors...
by Ed Batts
Negotiation fatigue is an age-old problem in completing
any contract - and often, whether fair or not, the further back in the document
the clause is positioned, the greater the fatigue.
A choice-of-law provision, which decides which...
WASHINGTON, D.C. - (Mealey's) The U.S. Supreme Court
today ruled 5-4 that a district court may not certify a class action under
Federal Rule of Civil Procedure 23(b)(3) without resolving whether the class
has introduced admissible evidence, including...
by Jeffrey M. Shapiro and Eileen Overbaugh
On March 18, 2013, the Revised
Uniform Limited Liability Company Act (the "Revised Act") becomes
effective and replaces New Jersey's existing Limited Liability Company Act (the...
I frequently explain to my startup clients that forming
their business in Delaware (or another state they choose if it is not their
home state) may not be enough: they also need to register it in every state
where they intend to do business. This means...
Your favorite newspapers, magazines and blogs are so
hungry for content to fill their pages that sometimes, rather than paying their
own writers to produce text, video, and other journalism those publications
take money from strangers to print their...
NEW YORK- (Mealey's) A federal judge in New York on March
14 entered judgment for $153.3 million after trebling a jury's $54.1 million
verdict in favor of a direct purchaser class on its allegations that Chinese
corporations participated in...
Many organizations purchase management liability insurance
to provide liability and defense cost protection for their directors and
officers. But the management liability insurance protects the individuals only
for their actions undertaken in an "insured...
Diamond Foods, Inc . Derivative Litigation , C.A. No. 7657-CS
(Del. Ch. Feb. 28, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ].
Issue Addressed : Whether
a derivative suit filed in Delaware should be dismissed...
The modern public company D&O insurance policy
provides coverage not only for the directors and officers of the company but
also for the company itself - however, in the public company D&O insurance
policy, the entity coverage applies only...
by Brandi Walkowiak
On February 28, 2013, Germany's Federal Cartel Office
("GFCO") searched the offices of three steelmakers as part of an antitrust investigation
into steel supplies to the automotive industry. Specifically, GFCO raided...
In a first for the Department of Justice ("DOJ")
Antitrust Division, the Division entered into a Deferred Prosecution Agreement
("DPA") with a financial institution for its involvement in an alleged LIBOR-rate
WASHINGTON, D.C. - (Mealey's) American Express Co. (AmEx)
told the U.S. Supreme Court on Feb. 27 in oral arguments that the Second
Circuit U.S. Court of Appeals erred in ruling that a mandatory class action
waiver clause in AmEx's standardized...
The issue of tax avoidance by corporations is a hot one.
In the US and in the UK, legislators and pundits seeking "tax justice" have
changed the discussion from one of tax breaks that stimulate "jobs and growth"
to one of tax fairness...
wave of "say on pay" litigation involved lawsuits brought by shareholders
following a negative advisory say on pay vote under the Dodd-Frank Act. The second
wave of say on pay litigation , which picked up in 2012, involved
Investors, LLC v. Genger , C.A. No. 6697-CS (Del. Ch. Feb. 18, 2013).
Issue addressed :
Whether the doctrine of "issue preclusion" prevented the relitigation of issues
previously decided, and thus supported the grant of a motion for...
WASHINGTON, D.C. - (Mealey's) The U.S. Supreme Court on
Feb. 19 ruled that the state-action doctrine does not immunize the merger
between two Georgia hospitals from the Federal Trade Commission's challenge
that the transaction substantially...
v. Crothall , C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013)
This 74-page opinion addresses the allegations of a
minority unitholder in an LLC who asserts claims that the directors breached
their fiduciary duties in connection...
WASHINGTON, D.C. - (Mealey's) The U.S. Department of
Justice announced that a federal judge in Louisiana has accepted Transocean
Ltd.'s guilty plea today for violating the Clean Water Act (CWA) over its
conduct leading to the 2010 explosion...
Corp. v. Innovative Brands Holdings, LLC , C.A. No. 3663-VCN (Del. Ch.
Jan. 31, 2013).
The only issue addressed in this decision on
cross-motions for summary judgment was the amount of damages based on a
After entity coverage began to be added to the D&O
insurance policy a couple of decades ago, a recurring problem in the bankruptcy
context was whether or not the D&O policy proceeds were property of the
estate under Bankruptcy
On January 22, 2013, Sens. Patrick Leahy (D-VT) and Chuck
Grassley (R-IA) reintroduced legislation to the Senate Judiciary Committee that
would extend whistleblower protections to employees who provide information to
federal prosecutors in criminal...