Corporate

Recent Posts

Wal-Mart Delaware Action – Much To Do About Little
Posted on 28 Jul 2014 by Mike Koehler

This article was reprinted with permission from FCPA Professor There are certain topics in the FCPA space that are over-hyped. The document request dispute in connection with a Wal-Mart derivative action is certainly one example. By way of background... Read More

Another Preliminary Injunction For Breach Of Fiduciary Duty
Posted on 19 Oct 2011 by Mack Sperling

For the second time in a space of two weeks, the North Carolina Business Court granted a motion for a preliminary injunction against an LLC member/manager as a result of breaches of fiduciary duty. The first case was GoRhinoGo, LLC v. Lewis , which... Read More

It's A First: Fiduciary Duty Claim Sticks Against A Bank
Posted on 10 Oct 2012 by Mack Sperling

For the first time that I am aware of, the Business Court has found a Complaint to sufficiently allege a breach of fiduciary duty claim against a bank, in today's opinion in WNC Holdings, LLC v. Alliance Bank & Trust Co . , 2012 NCBC 50. The... Read More

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Related to Sale of Company
Posted on 10 Feb 2014 by Francis G.X. Pileggi

In Re Answers Corporation Shareholders Litigation , Cons. C.A. No. 6170-VCN (Del. Ch. Feb. 3, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. One takeaway from this decision granting a motion for summary judgment... Read More

Delaware Court of Chancery Dismisses Challenge to Board Decision to Settle Claims
Posted on 21 Oct 2015 by Francis G.X. Pileggi

In Shaev v. Adkerson , C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015), the Delaware Court of Chancery dismissed claims for breach of fiduciary duty including the disclosure obligations of the board which granted stock units valued at approximately $35 million... Read More

In re Trados: What Happens When Common Gets Nothing?
Posted on 19 Aug 2013 by Trent Dykes

On August 16, Delaware Chancery Court Vice Chancellor Laster issued his highly anticipated, post-trial decision in In re Trados Incorporated Shareholder Litigation , C.A. No. 1512-VC (August 16, 2013) [ an enhanced version of this opinion is available... Read More

Delaware Court of Chancery Determines Ownership Interest in LLC and Remedy for Breach of Fiduciary Duties
Posted on 14 Aug 2013 by Francis G.X. Pileggi

Grove v. Brown , C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ] Issues Addressed : This post-trial opinion addresses issues involved in a 4-person LLC whose members disputed:... Read More

Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger
Posted on 4 Apr 2012 by Francis G.X. Pileggi

Frank v. Elgamal , C.A. No. 6120-VCN (Del. Ch. March 30, 2012). See summary of prior Chancery decision in this matter highlighted on these pages . Issue Addressed Whether it was premature to rule on a fiduciary duty claim based on the entire... Read More

FDIC Wins $168.8 Million Jury Verdict Against Former IndyMac Officers
Posted on 11 Dec 2012 by Kevin M. LaCroix

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... Read More

A Closer Look at the Massive $148 Million Damages Award Against Dole’ s CEO and General Counsel
Posted on 31 Aug 2015 by Kevin M. LaCroix

A frequent theme these days in the world of corporate and securities litigation is the complaint about merger objection litigation – how virtually every deal announced attracts at least one lawsuit , and how all too often the cases are resolved... Read More

Delaware Court of Chancery Awards Fees for Unfair Process Despite Finding of Fair Price
Posted on 14 May 2015 by Francis G.X. Pileggi

In Re Nine Systems Corporation Shareholders Litigation, Cons. C.A. No. 3940-VCN (Del. Ch. May 7, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery decision on the award of attorneys’... Read More

Massey Gets Its Due
Posted on 8 Dec 2011 by Brian JM Quinn

Back in the summer, there was a 'to-do' about the Massey shareholder litigation. You'll remember that shareholders brought a derivative suit against the directors for violations of their fiduciary duties in the running of the company that... Read More

Delaware Court of Chancery Finds Corporate Officers Usurped Corporate Opportunities and Converted Resources in Violation of their Fiduciary Duty of Loyalty
Posted on 26 Jan 2012 by Francis G.X. Pileggi

In a post-trial decision, the Court of Chancery in Dweck v. Nasser , C. A. No. 1353-VCL (Jan. 18, 2012), found that Dweck, the former CEO, a director and 30% stockholder in Kids International Corporation ("Kids"), and Kevin Taxin, Kids'... Read More

Judge Posner on Delaware Corporate Law
Posted on 30 Mar 2011 by Francis G.X. Pileggi

In CDX Liquidating Trust v. Venrock Associates, No.10-1953 (7th Cir. March 29, 2011), Judge Richard Posner, a reknowned member of the U.S. Court of Appeals for the 7th Circuit , writes a decision for that Court which analyzes an applies the following... Read More