A great chart came out late last year showing retired members of Congress and their new jobs on K Street (lobbying and government affairs). The accompanying article, " Former members of Congress always welcome on K Street ," reports that one...
Happy New Year to all! I will work soon on my annual New Year's wish list, which sadly will look much like last year's list! In any event, I wanted to provide my annual review of you, my faithful blogees, in letting you know who your fellow readers...
Periodically we report on rule changes in the federal courts so that practitioners are away of these changes and how they might affect litigation practice in Delaware courts. On December 8, 2011, the District of Delaware revised its Default Standard for...
As the new year begins, we can't help but look forward
and wonder what 2012 has in store for corporate counsel. Many predictions have been
made regarding the top trends and issues we will see in corporate governance in
The following list...
Tory’s LLP posted
this YouTube video on M&A trends for 2012.
With growing economic uncertainty for the year to come, Patrice Walch-Watson and Matthew Cockburn
explain that M&A transactions will continue to play an important part...
by Francis G.X. Pileggi and Kevin F. Brady.
This is the seventh year that we are providing an annual
review of key Delaware corporate and commercial decisions. During 2011, we
reviewed and summarized approximately 200 decisions from...
The year just ended was eventful in many ways.
Earthquakes, hurricanes, tornadoes, floods, blizzards and droughts were
scattered across the globe, and political unrest shook many countries. In a
year filled with such significant developments, events...
Wimbledon Fund LP - Absolute Return Fund
Series v. SV Special Situations Fund LP , C.A. No. 4780-CS (Del.
Ch., Dec. 22, 2011), read letter ruling here . Read
summaries of prior Delaware decisions in this matter here.
This is the latest iteration...
In a prior post ( here ),
I examined the mounting problems associated with the increasing levels of
M&A-related litigation. A recent academic paper takes a closer look at
these issues and concluded, among other things, that M&A-related lawsuit...
Greetings from the land of milk and honey where we have
just concluded DealFlow Media's Alternative Finance Conference in Tel Aviv. The
conference plus the days after were particularly fascinating and eye-opening
for me as it has been a little...
Carriers generally contend that insurance does
not cover amounts that represent "disgorgement" or that are "restitutionary" in
nature. But what makes a particular payment a "disgorgement"? In a
December 13, 2011 opinion...
A federal court has denied the motion of former IndyMac
CEO Matthew Perry to dismiss the action that the FDIC, as the failed bank's
receiver, had filed against him. In a December 13, 2011 order ( here ),
Central District of California Judge Otis...
We reckoned now that we were at the Pole. Of
course, every one of us knew that we were not standing on the absolute spot; it
would be an impossibility with the time and the instruments at our disposal to
ascertain that exact spot. But we were so near...
On November 8, 2011, the SEC
approved new rules that add requirements for initial listings that are
accomplished through a reverse merger with a publicly traded shell company.
Those that feel the new rules will have little impact base their view on the...
Central Laborers Pension Fund v. News Corp. ,
C.A. No. 6287-VCN (Del. Ch. Nov. 30, 2011), read letter ruling here .
In this case involving a request for books and records under DGCL Section 220,
the Court dismissed the suit as duplicative of a parallel...
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...
With the addition of a $417 million settlement involving
Lehman Brothers' offering underwriters, the pending settlements in the Lehman
Brothers securities class action lawsuit now total $507 million. Nate Raymond's
December 6, 2011 Am Law Litigation...
On this episode, Francis G.X. Pileggi of Eckert
Seamans and Kevin Brady of Connolly, Bove, Lodge & Hutz discuss their
choices for the top two corporate/business rulings from the Delaware Court of
Chancery for 2011. Francis discusses the Southern Peru...
In Sarei v. Rio Tinto, PLC , Nos. 02-56256, 02-56390,
09-56381, 2011 WL 5041927 (9th Cir. Oct. 25, 2011), the United States Court of Appeals
for the Ninth Circuit became the latest Circuit to hold that corporations
may be held liable under the Alien Tort...
Everybody loves a penguin, or at least I think that is
so. But Penguin Toilets, the Defendant in Roth
v. Penguin Toilets, LLC , 2011 NCBC 45, can't be loving the result it
got on its Motion to Dismiss, which was denied in the Business Court by...
The recent Governance Watch webcast, Shareholder
Activism in Uncertain Times , raised important questions for both
management and boards to consider in the midst of an economic climate that is
making many companies particularly attractive...
A few thoughts about where we are now that some of the
dust has settled following the passage of "seasoning" requirements to uplist to
major exchanges after a reverse merger with a reporting shell. If you are
thinking about a strategy to...
Who are the losers in the new seasoning requirements?
1. As we have now learned, SPACs that trade on the OTC
Bulletin Board will be subject to seasoning. We will see if the major
underwriters who raise money for SPACs will seek some adjustment in...
The PCAOB, the audit industry regulator, shamed
global audit firm Deloitte recently when they exposed the private portion
of the inspection report of the firm's 2006 audits. It was the first time that
had happened to one the Big Four audit firms...
Seven Investments, LLC v. AD Capital, LLC,
C.A. No. 6449-VCL (Del. Ch. Nov. 21, 2011), read opinion here .
Issue Addressed :
Whether a release agreement previously signed among the parties served to
preclude the claims presented in this case. ...