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Delaware Supreme Court expands upon its decision in Tooley and the distinction between a direct and a derivative claim

Edwards Wildman Palmer LLP
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USA
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January 19 2007

In Gentile v. Rossette, 906 A.2d 91 (Del. 2006), plaintiffs, former stockholders of SinglePoint Financial, Inc. (“SinglePoint”), appealed from a grant of summary judgment by the Delaware Court of Chancery which dismissed their claim for breach of fiduciary duty against SinglePoint’s former directors and its former Chief Executive Officer, Pasquale David Rossette, who also was SinglePoint’s controlling stockholder

Delaware Superior Court: settlement of an action is not an adjudication for purposes of applying fraud exclusion in D&O policy

Edwards Wildman Palmer LLP
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USA
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July 25 2008

The Delaware Superior Court recently held that a fraud exclusion in a D&O policy did not bar coverage arising out of a stockholder litigation because the settlement of litigation did not constitute an adjudication of fraud as required to trigger the fraud exclusion

Supreme Court rules against investors to limit shareholder suits

Edwards Wildman Palmer LLP
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USA
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January 15 2008

In a highly anticipated decision issued this morning, the U.S. Supreme Court upheld the dismissal of a shareholder lawsuit where the plaintiffs failed to establish reliance on any statements made by the defendants

FCRA credit and debit card receipt class actions spread to Chicago - do your credit and debit card receipts comply?

Edwards Wildman Palmer LLP
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USA
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April 30 2007

The latest consumer class action fad, class actions alleging violations of the FCRA regarding information printed on credit and debit card receipts, has now spread to Chicago

NY Court of Appeals introduces derivative liability exposure to LLC managers

Edwards Wildman Palmer LLP
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USA
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February 27 2008

On February 14, 2008, a divided New York Court of Appeals held that a member of a New York limited liability corporation (often referred to simply as a "LLC") could bring a derivative lawsuit on behalf of the LLC against the entity's managers

Current issues in D&O and E&O coverage investigations: SDNY holds that Credit Suisse waived work product privilege by disclosing internal investigation memoranda to the government

Edwards Wildman Palmer LLP
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USA
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February 25 2008

If outside counsel for a company drafts factual memoranda concerning an internal investigation conducted in response to alleged wrongdoing, and then voluntarily shares the memoranda at the company’s direction with government investigators, has the company waived the work product privilege?

Non-stockholder director lacks standing to file derivative suit

Edwards Wildman Palmer LLP
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USA
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February 28 2008

In Schoon v. Smith, the Delaware Supreme Court recently affirmed the Delaware Court of Chancery’s decision dismissing a derivative complaint brought by a director of a Delaware corporation for lack of standing

The Brocade trial: Judge Breyer may take case away from jury

Edwards Wildman Palmer LLP
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USA
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July 9 2007

The first criminal trial of stock options backdating conduct may end with the court finding that government prosecutors failed to present sufficient evidence of intent to support a conviction

The Brocade trial: an important defense gets in the door

Edwards Wildman Palmer LLP
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USA
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July 3 2007

Until last Friday, Greg Reyes, Brocade's former CEO, had been unable raise an important aspect of his defense: Brocade was only one of many companies that allegedly manipulated stock options grants

The Brocade trial: Judge Breyer postpones decision on motion to dismiss

Edwards Wildman Palmer LLP
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USA
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July 20 2007

On July 19, 2007, Judge Breyer deferred, for the second time, his decision on the pending motion to dismiss in the Brocade stock options backdating trial

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