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SOX Section 304 clawback suit against former executives not charged with personal misconduct survives motion

Holland & Knight LLP
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USA
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December 10 2012

On November 13, 2012, a federal district court in Austin, Texas, denied a motion to dismiss in the Securities and Exchange Commission's Sarbanes-Oxley Act Section 304 clawback suit against two former executives of a corporation

California court ruling provides guidance on the duties created by "best efforts" clauses

Holland & Knight LLP
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USA
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June 4 2012

On May 24, 2012, the California Third District Court of Appeal issued an opinion that provides guidance on the contractual duties created by so-called "best efforts" clauses

Delaware court finds that operating agreement language did not preempt action by written consent permitted by statute

Holland & Knight LLP
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USA
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July 30 2012

On May 29, 2012, the Delaware Court of Chancery issued a decision in a case that concerned whether the language in the operating agreement of a limited liability company (LLC) prescribed the sole manner by which the LLC's members could vote, preempting the statutory default provisions that allow for action by written consent

Failure to disclose a "known trend or uncertainty" may support a securities claim

Holland & Knight LLP
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USA
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June 4 2012

Recently, the Second Circuit reversed an order of a lower court that denied leave to amend a complaint on the grounds of futility

Delaware Chancery Court denies preliminary injunction of acquisition

Holland & Knight LLP
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USA
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March 13 2012

On February 29, 2012, the Delaware Chancery Court denied a motion for a preliminary injunction of a $1.16 billion acquisition

Delaware Chancery Court refuses to enjoin merger notwithstanding conflicts of interest

Holland & Knight LLP
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USA
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March 13 2012

Chancellor Leo E. Strine Jr. has once again harshly criticized a financial advisor for its conflict and advice to a target in its $21.1 billion acquisition

Federal court dismisses U.S. investors' federal securities claims based on purchase of foreign corporation's stock

Holland & Knight LLP
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USA
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February 24 2012

On February 23, 2012, the U.S. District Court for the Southern District of Texas dismissed the federal securities claims brought by a group of U.S. purchasers of a foreign company's stock on the London Stock Exchange based on the U.S. Supreme Court's decision in Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010

Delaware court rules on fiduciary duties owed by managers of limited liability companies

Holland & Knight LLP
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USA
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February 24 2012

On January 27, 2012, the Court of Chancery ruled that a manager of a Delaware limited liability company owes the company traditional fiduciary duties of care and loyalty unless the operating agreement expressly modifies or eliminates those duties

Federal magistrate dismisses derivative lawsuit based on negative say-on-pay vote

Holland & Knight LLP
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USA
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January 23 2012

On January 11, 2012, a federal magistrate in the United States District Court for the District of Oregon recommended the dismissal of a derivative shareholder lawsuit brought against the directors of an Oregon bank based on actions in contravention of a negative say-on-pay vote

Federal court holds that stock trades pursuant to 10b5-1 plans are evidence of scienter

Holland & Knight LLP
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USA
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February 7 2012

On November 23, 2011, the U.S. District Court for the Southern District of California denied a motion for summary judgment made by defendants in a securities fraud class action based, in part, on the grounds that the defendants' 10b5-1 trading plans were evidence of scienter

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