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Directors' bonuses tied to sale rendered them interested

Katten Muchin Rosenman LLP
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USA
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June 10 2011

The Delaware Court of Chancery sustained in part the claims of a plaintiff investor challenging a company's sale of its primary asset based upon allegations that the vote of the individual director defendants approving the sale was tainted by bonuses they received tied to that sale

Delaware has jurisdiction over corporation based on claims arising out of performance of predecessor's contracts

Katten Muchin Rosenman LLP
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USA
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June 10 2011

The Superior Court of Delaware recently denied a motion to dismiss for lack of personal jurisdiction, holding that, following a merger, the defendant corporation continued to transact business within Delaware and, in connection with that business, caused injury within the state

Delaware court authorizes new theory of tortious interference with contract

Katten Muchin Rosenman LLP
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USA
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April 15 2011

Deciding an issue of first impression, the Superior Court of Delaware recently authorized the assertion of claims based on a new theory of tortious interference with contract, but ruled that the plaintiff failed to state a claim under that theory

Fiduciary duty imputation case proceeds to trial

Katten Muchin Rosenman LLP
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USA
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January 21 2011

The U.S. District Court for the District of New Jersey denied a motion for partial summary judgment, ruling that the contested issue, whether a conceded breach of fiduciary duty by two individual defendants could be imputed to corporate defendants, should go to trial

Veil piercing allegations insufficient in breach of contract case

Katten Muchin Rosenman LLP
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USA
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November 5 2010

The U.S. District Court for the District of Massachusetts granted a motion to dismiss in a breach of contract and promissory estoppel case, ruling that plaintiff failed to plead the requisite justification for piercing the corporate veil of the defendants

Second Circuit holds that corporations cannot be sued under alien tort statute

Katten Muchin Rosenman LLP
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USA
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September 24 2010

The U.S. Court of Appeals for the Second Circuit has ruled that corporations are not subject to liability under “customary international law”, otherwise known as the “law of nations” and that, as such, corporations cannot be held liable under the U.S. Alien Tort Statute

Second Circuit holds that interpreting contract as requiring exclusivity would be illogical

Katten Muchin Rosenman LLP
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USA
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June 11 2010

The U.S. Court of Appeals for the Second Circuit has affirmed a district court ruling that held that the “plain meaning” of the contract between AT&T Corporation and KATEL Limited Liability Company with respect to the exchange of telephone calls between the United States and Kyrgyzstan did not require exclusivity

Third Circuit rejects novel government securities fraud theory

Katten Muchin Rosenman LLP
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USA
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April 16 2010

The U.S. Court of Appeals for the Third Circuit affirmed the lower court’s dismissal of certain novel theories on which the government predicated a criminal indictment against two high-ranking executives of a pharmaceutical company

Communications, single meeting insufficient to confer personal jurisdiction

Katten Muchin Rosenman LLP
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USA
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February 19 2010

The U.S. District Court for the District of Colorado adopted a magistrate judge’s report and recommendation, holding that communications directed to Colorado and a personal meeting in Colorado did not provide a basis for personal jurisdiction over defendants in Colorado

Court upholds forum-selection clause in independent contractor’s contract

Katten Muchin Rosenman LLP
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USA
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January 29 2010

The U.S. District Court for the Northern District of Texas has ruled that the breach of contract claims asserted by several of the company’s sales agents were covered by forum-selection clauses in their contracts, rejecting the sales agents’ argument that the clauses were unenforceable