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SEC revises “ordinary business” view of risk and CEO succession shareholder proposals

Katten Muchin Rosenman LLP
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USA
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October 30 2009

On October 27, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued a legal bulletin revising the Division’s earlier guidance on shareholder proposals relating to corporate risk and on succession planning for a chief executive officer

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

Court of Appeals affirms validity of New York choice-of-law provisions

Katten Muchin Rosenman LLP
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USA
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January 11 2013

The New York Court of Appeals has held that where a contract contains a New York choice-of-law provision and is otherwise subject to New York General

Third Circuit holds that non-compete clauses survive a change in corporate ownership

Katten Muchin Rosenman LLP
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USA
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January 29 2010

The U.S. Court of Appeals for the Third Circuit has held that a non-compete clause is enforceable by a corporation after it has undergone “a substantial change in stock ownership.”

SEC adopts proxy rule changes to notice and access model

Katten Muchin Rosenman LLP
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USA
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February 26 2010

On February 22, the Securities and Exchange Commission adopted final rule changes to its notice and access proxy solicitation model (also known as the "notice-only option") which provides for Internet availability of proxy materials following the provision to shareholders of a notice of Internet availability

Illinois district court dismisses action based on lack of personal jurisdiction over individual corporate officers

Katten Muchin Rosenman LLP
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USA
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March 2 2012

The U.S. District Court for the Northern District of Illinois dismissed certain claims against individual defendants in a fraud suit, holding that it lacked personal jurisdiction over those defendants

Court declines to apply Economic Loss Doctrine to tortious interference with contract claim

Katten Muchin Rosenman LLP
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USA
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June 29 2012

The United States District Court for the District of Idaho held that the Economic Loss Doctrine, which prohibits recovery of purely economic losses in product liability and negligence cases, did not preclude the recovery of damages in connection with a tortious interference with contract claim

Delaware Chancery Court strengthens first-filed action rule

Katten Muchin Rosenman LLP
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USA
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December 14 2012

The Delaware Court of Chancery recently stayed a Delaware action in favor of an earlier-filed Texas case because they dealt with substantially similar facts, even where the two lawsuits did not contain identical claims

Delaware Supreme Court confirms fiduciary duties of officers

Katten Muchin Rosenman LLP
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USA
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January 30 2009

The Delaware Supreme Court has, for the first time, explicitly held that officers of a Delaware corporation owe the same fiduciary duties to the corporation as do its directors

Claims of corporate mismanagement dismissed

Katten Muchin Rosenman LLP
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USA
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August 10 2007

The District Court for the Southern District of New York dismissed both derivative and direct causes of action asserted against the trustees of an investment company organized as a business trust (the Trust) under Massachusetts law

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