LexisNexis Overview: Florida public policy that would invalidate waivers
of class actions in cell phone customers' contracts was an obstacle to the
Federal Arbitration Act's objective of enforcing arbitration agreements
according to their terms...
LexisNexis Overview: There was no allegation that an investment advisor
filed prospectuses and falsely attributed them to a mutual fund, nor did the
prospectuses indicate that they came from the advisor instead of the fund;
thus, the advisor did not...
Overview: Where foreign shareholders alleged that respondents violated § 10(b) of
the Securities and Exchange Act of 1934 and SEC Rule 10b-5 regarding
securities traded on foreign exchanges, dismissal was warranted because §...
LexisNexis Core Terms: shareholder, acquisition, merger, conveniens, deference, choice of
forum, alternative forum, stock, retirement, Swiss Merger Act, enforceability,
private interests, monetary, corporate law, subject matter, board of directors,...
LexisNexis Core Terms: personal jurisdiction, venue, investor, forum state, purposeful,
discovery, availment, materially, substantial connection, Tennessee Securities
Act TSA, securities fraud, giving rise, fiduciary duty, deposition testimony,
LexisNexis Core Terms: convenience, interest of justice, locus, class action, common stock,
choice of forum, transferee, reside, stock, weighs, per share, headquarters,
venue, misrepresentations, manufacturing, deference, resident, subpoena,
LexisNexis Core Terms: fiduciary duties, cause of action, aiding and abetting, unjust
enrichment, conspiracy, investors, attorney's fee, punitive damages, respondeat
superior, stolen, factual allegations, sale of securities, participated,
LexisNexis Core Terms: acquisition, shareholder, demurrer, ratification, cause of action,
voting, proxy statement, exclusivity, stock, duty of loyalty, merger, board of
directors, merger agreement, proxy, fiduciary, per share, judicial notice,
LexisNexis Core Terms: recapitalization, stock, common stock, outstanding, certificate,
purchase price, number of shares, issuance, shareholder, diluted, subsidiary,
capital structure, preferred stock, repudiation, merger, holder, outstanding
LexisNexis Overview: As a vice chancellor of a court of chancery determined that a former
stockholder's derivative suit claims were worthless and added no conceivable
value to a merger, his approval of a settlement that allowed a corporation to...
LexisNexis Core Overview: Shareholders were properly granted partial summary judgment on their
claims for payment of merger consideration because there was no dispute that
shareholders had tendered their shares to disbursing agent as required by
Core Terms: conspiracy, indictment, defraud, double jeopardy,
commit, duplicity, overt act, conspiracy to defraud, single offense, collateral
estoppel, stock, separate offenses, duplicitous, sentence, family members,
On October 16, 2009, the
Securities and Exchange Commission (SEC) instituted a civil injunctive action
in the United States District Court for the Southern District of New York
charging Raj Rajaratnam and his hedge fund advisory firm Galleon Management...
LexisNexis Core Terms: forward-looking, cautionary, safe harbor, high-yield,
portfolio, deterioration, scienter, misleading, prong, financial statement,
actual knowledge, accompanied, disclosure, materially, investment-grade, projection,
Core Terms: active members, summary judgment, co-plaintiffs,
deposition, fiduciary duty, involvement, buy, warranty deed, marketing, law
claims, disclose, misrepresentation, deed, manager, collateral, carpet, notice,
breached, buyer, federal...
Core Terms: shareholder, futility, derivative, excused, business
judgment rule, conflicted, lawsuit, good faith, mutual fund's, illegal
gambling, citation omitted, futile, derivative action, fiduciary duty,
irreparable harm, board of...
Core Terms: stock, common stock, scienter, wireless, material
fact, tracking, summary judgment, disclosure, disclose, investor, matter of
law, duty to disclose, sale of securities, genuine issue, undisputed,
projections, misleading, purchaser...
Core Overview: Mandatory relief provision of Code Civ. Proc., §
473, entitled a corporation to relief from default in a suit for violations of
wage and hour laws notwithstanding counsel's status as a corporate officer when
Overview: Demand futility under Del. Ch. Ct. R. 23.1 was not excused as to
derivative claims where a majority of the board was disinterested, independent,
and not subject to personal liability due to an exculpatory provision under
Core Terms: statute of limitations, accountant, audit,
malpractice, accounting, passive, limitations period, tax returns, investment
income, tax deficiency, tax liability, tax years, gross receipts, discovery
rule, income tax, calendar...
Core Terms: fine, double jeopardy, civil penalty, quotation
marks omitted, debarment, remedial, criminal penalty, criminal prosecution,
nonpunitive, Securities Act's, criminal conviction, civil remedy, alteration,
Core Terms: attribution, secondary, attributed, deceptive,
accountant, creator, investor, drafting, dissemination, false statements,
offering, fraudulent, securities laws, false statements, misleading, Exchange
Act, bright line, aiding...
Core Terms: certification, serving, presumptive, class action, financial interest,
appointed, largest, lead counsel, liaison, lawsuit, institutional investors,
class members, typicality, notice, appointment, inadvertent, stock, failure to...