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Drafting General Releases After Centro: How to Preclude or Preserve Future Claims of Fraud and Breach of Fiduciary Duty

By Eric L. Goldberg, Thomas D. Kearns and Thomas J. Fleming Court of Appeals decision in Centro. A recent New York Court of Appeals decision highlights the shift in New York law towards the enforceability of general releases even in the context of fiduciaries. In Centro Empresarial Cempresa, S.A. v...

Another Preliminary Injunction For Breach Of Fiduciary Duty

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 I blogged about last week, and the second case,...

Massey Gets Its Due

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 ended with a disaster at the Upper Big Branch...

New California Case – Damages Recoverable Against an Estate Executor for Failure to Timely Distribute Assets Following an Order of Distribution

By David W. Tate Estate of Roger Kampen (California Court of Appeal, First Appellate District, Case Nos. A129849 and A130313, November 14, 2011, Pub. Order December 9, 2011) [ enhanced version available to lexis.com subscribers / unenhanced version available from lexisONE Free Case Law ]. The...

Delaware Court of Chancery Finds Corporate Officers Usurped Corporate Opportunities and Converted Resources in Violation of their Fiduciary Duty of Loyalty

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' President, breached their fiduciary duties of loyalty...

Williams Mullen: Fiduciary Not Liable For Money Damages In Action To Recover Death Benefits: Stocks v. Life Ins. Co. Of North America

B y Mark S. Thomas and Robert W. Shaw A federal district court recently applied the U. S. Supreme Court's decision in CIGNA Corp. v. Amara (2011) [ enhanced version available to lexis.com subscribers ], in a practical setting that illuminates both the range and the limits of the Supreme Court's...

Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger

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 fairness standard, at the motion to dismiss stage...

Delaware Court of Chancery Dismisses Part of Fiduciary Claim that Sought Removal of Director Based on Inherent Equitable Power of Court

Shocking Technologies, Inc. v. Michael , C. A. No. 7164-VCN (Del. Ch. April 10, 2012). Issue Addressed: Whether the Court of Chancery has the inherent authority to remove a director for breach of fiduciary duty, other than via DGCL Section 225? Short answer: The issue was not directly decided...

Troutman Sanders LLP: IP Claims in Corporate Breach of Fiduciary Duty Cases

By Dabney Carr A recent decision from Judge Trenga in the Eastern District of Virginia illustrates how corporate disputes can give rise to intellectual property claims, including trademark infringement, anti-cybersquatting and Computer Fraud and Abuse Act claims. Ritlabs, S.R.L. v. Ritlabs, Inc...

It's A First: Fiduciary Duty Claim Sticks Against A Bank

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 case has a familiar ring to it on the facts. Real...

FDIC Wins $168.8 Million Jury Verdict Against Former IndyMac Officers

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 of the bank. As reflected in the verdict form...

Delaware Court of Chancery Determines Ownership Interest in LLC and Remedy for Breach of Fiduciary Duties

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: (1) what specific ownership interest each had in the...

In re Trados: What Happens When Common Gets Nothing?

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 to lexis.com subscribers ], where the directors who...

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Related to Sale of Company

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 to defendants and rejecting claims for breach of...

William A. Ruskin: N.Y. High Court Opts Not To Expand Liability For Health Data Confidentiality Breach

By William A. Ruskin The New York Court of Appeals ruling that came down Jan. 9 in Doe v. Guthrie Clinic , 2014 NY Slip Op 00138 (Court of Appeals 1/9/14) [ enhanced opinion available to lexis.com subscribers ], should prove helpful in evaluating the liability of medical corporations in cases involving...

Deepening Insolvency Comes Up for Air

Deepening insolvency is alive and well, at least in the Eastern District of New York. That court recently found that deepening insolvency is an appropriate measure of damages resulting from a breach of fiduciary duty claim. Federal Nat’l Mtge. Assoc. v. Olympia Mortgage Corp ., 2014 U.S. Dist....

Wal-Mart Delaware Action – Much To Do About Little

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, in the aftermath of Wal-Mart’s Foreign...

California Workers' Comp Case Roundup (12/10/2014)

CALIFORNIA COMPENSATION CASES Vol. 79 No. 11 November 2014 A Report of En Banc and Significant Panel Decisions of the WCAB and Selected Court Opinions of Related Interest, With a Digest of WCAB Decisions Denied Judicial Review CONTENTS OF THIS ISSUE © Copyright 2014 LexisNexis. All rights...

California Workers' Comp Case Roundup (1/8/2015)

CALIFORNIA COMPENSATION CASES Vol. 79 No. 12 December 2014 A Report of En Banc and Significant Panel Decisions of the WCAB and Selected Court Opinions of Related Interest, With a Digest of WCAB Decisions Denied Judicial Review CONTENTS OF THIS ISSUE © Copyright 2014 LexisNexis. All rights...

Delaware Court of Chancery Awards Fees for Unfair Process Despite Finding of Fair Price

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’ fees is blogworthy in that the basis of the...

Supreme Court Says Trust Law Informs Limitations Question in Imprudent Retention Case

WASHINGTON, D.C. — (Mealey’s) The U.S. Supreme Court ruled in a unanimous opinion today that the Ninth Circuit U.S. Court of Appeals erred in holding that Employee Retirement Income Security Act Section 413(1) bars breach of fiduciary duty claims based on the fiduciaries’ initial selection...

U.S. Supreme Court Makes It Easier for Plan Sponsors to Challenge the Prudence of 401(k) Investment Options

On May 18, 2015, the U.S. Supreme Court handed down a unanimous decision that effectively expands the time period during which a 401(k) plan participant may file suit for certain ERISA violations. In Tibble v. Edison International , the Court considered the Ninth Circuit Court of Appeal’s decision...

A Closer Look at the Massive $148 Million Damages Award Against Dole’ s CEO and General Counsel

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 on the basis of a disclosure-only settlement and the...

Delaware Court of Chancery Dismisses Challenge to Board Decision to Settle Claims

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 in connection with its decision to settle potential...