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Supreme Court rules PCAOB constitutional

Herrick Feinstein LLP
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USA
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July 30 2010

The Supreme Court has held that the Public Company Accounting Oversight Board is constitutional, while striking down certain provisions of the Sarbanes-Oxley Act relating to the removal of PCAOB members

Delaware Supreme Court interprets implied covenant of good faith and fair dealing

Herrick Feinstein LLP
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USA
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May 27 2010

The Delaware Supreme Court has reaffirmed a board of directors' right to exercise its discretion when exercising contractual rights

Revlon duties apply to issuance of notes convertible into a controlling interest

Herrick Feinstein LLP
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USA
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May 27 2010

The Delaware Chancery Court has extended Revlon duties to a company's issuance of notes convertible into a controlling interest in the company

New Jersey appellate division clarifies scope of shareholders’ inspection rights

Herrick Feinstein LLP
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USA
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September 27 2010

A New Jersey Superior Court, Appellate Division's ruling clarifies the scope of a shareholder's right under the New Jersey Business Corporation Act to inspect a corporation's books and records

Traditional fiduciary duties owed by corporate directors and controlling shareholders apply in LLC context

Herrick Feinstein LLP
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USA
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January 31 2011

The Delaware Court of Chancery has found that a limited liability company's operating agreement did not eliminate the fiduciary duties that a controlling unitholder owes to minority unitholders and did not provide a standard to resolve conflicts between unitholders

"Surplus" not necessarily equivalent to "funds legally available" in mandatory stock redemption rights

Herrick Feinstein LLP
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USA
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January 31 2011

The Delaware Court of Chancery has rejected the argument asserted by a preferred stockholder that the terms "surplus" and "funds legally available" have the same meaning when used in connection with stock redemption rights

Delaware Chancery Court reaffirms preferred stockholder rights are contractual in nature

Herrick Feinstein LLP
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USA
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May 13 2011

The Delaware Chancery Court has reaffirmed that a preferred stockholder's rights under a certificate of incorporation are contractual in nature and, where clear and unambiguous, the certificate of incorporation and the preferred stockholder's rights therein are to be strictly construed

Court of Appeals of New York provides guidance regarding to what extent a seller of good will may participate in soliciting former customers

Herrick Feinstein LLP
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USA
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May 13 2011

New York courts have historically held that a seller of a business that includes the sale of good will must refrain from soliciting the customers of the business as the buyer has the right to expect that the business' customers will continue to patronize the acquired business

Supreme Court rules against privacy rights of corporations

Herrick Feinstein LLP
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USA
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March 29 2011

The U.S. Supreme Court ruled unanimously on March 1, 2011, that corporations do not have the same privacy rights as individuals when it comes to blocking requests for records under the Freedom of Information Act (FOIA

Delaware Court of Chancery declares directors can lose independence if intimidated to act

Herrick Feinstein LLP
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USA
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November 23 2011

The Delaware Court of Chancery has refused to dismiss a breach of fiduciary duty claim brought against the directors of infoGROUP, Inc. by former shareholder, the New Jersey Carpenters Pension Fund