The saga of Ponzi scheme
king Bernard Madoff continues with the
filing of a new action by New York Attorney General Andrew Cuomo against an
investment adviser who is alleged to have had information of the fraud by
the late 1990s. The complaint suggests that millions of dollars in investor
Lingo v. Lingo, No. 713, 2009 (Del. Supr., June
10, 2010), read opinion here. The factual background of this Delaware
Supreme Court decision involves a faithless fiduciary who abused the Power
of Attorney given to her, but the part of the opinion that will be of interest for
readers of this blog...
Related Westpac LLC v. JER Snowmass LLC ,
C.A. No. 5001-VCS (Del. Ch. July 23, 2010), read opinion here .
This case involves a suit between members of two LLCs
formed to pursue a land development project in Snowmass, Colorado. When the
funding needs of the project exceeded the...
Yucaipa American Alliance Fund II, L.P. v
Riggio , C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), read
post-trial opinion here. This
Delaware Court of Chancery opinion rejected breach of fiduciary duty claims and
upheld the poision pill defense that Barnes & Noble implemented as
part of a plan...
Recent decisions of the Delaware courts have clarified the
remedies for breaches of the duty of disclosure. The duty of disclosure owed by
directors to stockholders is not a separate fiduciary duty, but instead an
application of the duties of care and loyalty. In In re Transkaryotic
Therapies, Inc. ...
In Re Dollar Thrifty Shareholder
Litigation, C.A. No. 5458 (Del. Ch., Sept.
8, 2010), read 84-page opinion here . The Court of Chancery issued this opinion last night,
denying the request for a preliminary injunction to block the merger by which
Hertz would buy the shares of its smaller car rental...
In the initial Wall Street film, financier Gordon
Gekko says the now-famous line "greed is good." In the recently released
sequel, Wall Street, Money Never Sleeps , Mr. Gekko repeats the line,
noting "now it seems it's legal." Later he amplifies citing the old investment
I've written on this before . In the 1980s during the great takeover boom and hollowing out of the industrial heartland, many states adopted amendments to their corporate codes that codified directors' fiduciary duties. In general, these provisions made it clear that a director need not "maximize...
SEC enforcement this holiday shortened week dismissed the remaining defendants in an insider trading case centered on an international take over which had been filed largely on the trading and within days of the announcement. The Court cited discovery difficulties which in part traced to the defendants...
Insider trading cases frequently turn on the nature of the relationship between the trader and the person who is the source of information. The breach of that relationship of trust and confidence can supply the statutory element of deception, the predicate for a violation of Exchange Act Section 10(b...