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Results: 1-10 of 75

Delaware Court upholds transfer of voting interests to an existing LLC member

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • August 12 2011

The Delaware Court of Chancery has upheld the assignment of a Delaware limited liability company membership interest, including the voting rights associated with that interest, to an existing member of the LLC

Attendance at executive committee meetings insufficient to satisfy group pleading doctrine

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • October 22 2010

The U.S. District Court for the Southern District of New York recently granted defendants’ motions to dismiss a consolidated class action asserting claims for securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 brought by shareholders of Celestica, Inc., a Canadian electronics corporation, against the company and its former officers, as well as against Onex Corporation, the largest controlling shareholder of Celestica, and Onex’s CEO (together, the Onex defendants) based on, among other things, the plaintiffs’ failure to plead fraud with the specificity required by Rule 9(b) of the Federal Rules of Civil Procedure

Court holds late fee provision is not liquidated damages provision

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • October 23 2009

The United States District Court for the District of Delaware denied defendant issuer’s motion to dismiss plaintiff’s claims for actual damages resulting from the defendant’s failure to file a registration statement within the time period required by the parties’ agreement

Unnamed class member could not bring separate suit for disgorgement of attorneys’ fees

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • November 19 2010

Nine months after the U.S. District Court for the Southern District of Texas approved a fee application in the In re Enron class action litigation, plaintiff Michael Brown, an unnamed member of the class, brought a new action in the same court, asserting claims of fraud and breach of fiduciary duty against Thomas Bilek and his law firm, seeking disgorgement of the $16 million in attorneys’ fees awarded Mr. Bilek for his work in the litigation

Fiduciary duty claim survives against non-officer

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • December 17 2010

A federal court in Kentucky recently ruled that a former manager at a medical device manufacturer could be liable for breach of fiduciary duty for planning to start a rival business while working at the company despite not serving as either an officer or director of the firm

Delaware standing requirements do not apply to derivative suit involving Spanish corporation's Delaware subsidiary

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • January 6 2012

The plaintiff, Sagarra Inversiones, S.L. (Sagarra), the minority shareholder in Corporación Uniland S.A. (Uniland), a Spanish Corporation, sought to rescind the sale to Uniland of Giant Cement Holdings, Inc. (Giant), a company controlled by the defendant, Cementos Portland Valderrivas (CPV), the majority shareholder of Uniland

Court applies alter ego doctrine to deny motion to dismiss for lack of personal jurisdiction

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • March 16 2012

An Arizona district court recently relied on the alter ego doctrine to deny a motion to dismiss for lack of personal jurisdiction in a case involving breach of a partnership agreement and trademark infringement

SEC seeks repayment of executive compensation based on Sarbanes-Oxley Act

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • April 13 2012

The Securities and Exchange Commission recently filed a complaint in Federal Court in Texas against Michael A. Baker, the former Chief Executive Officer of ArthroCare Corporation (ArthroCare), and Michael T. Gluk, its former Chief Financial Officer, asserting claims under Section 304 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley

Improper accounting adjustments held insufficient basis for securities fraud claims

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • March 18 2011

A federal district court in California recently dismissed class action securities fraud claims arising out of several improper accounting adjustments made by VeriFone Holdings, Inc

District Court grants motion to dismiss fraud claim against corporate officers

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • November 4 2011

The U.S. District Court for the Eastern District of Pennsylvania granted a motion to dismiss a fraud claim against two corporate officers in a case arising out of a failed business relationship between two companies that sell products used in fundraising efforts