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No control person liability pursuant to terms of merger agreement

Katten Muchin Rosenman LLP
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USA
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January 11 2008

The U.S. Court of Appeals for the Fourth Circuit, in an “unpublished” decision (which is not binding precedent under the Court’s rules), affirmed the dismissal of state law securities and fraud claims brought by Sherwood Brands, Inc. against a candy cane manufacturer’s (Asher) Chairman and his sister, who was Asher’s majority shareholder, over a failed merger and acquisition deal

Securities claims of shareholder in privately held company dismissed

Katten Muchin Rosenman LLP
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USA
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November 9 2007

Plaintiff, the minority shareholder of a privately owned corporation, sued the majority shareholder and the corporation alleging violations of federal and state law claims in connection with a Buy-Sell Agreement (the Agreement) through which he obtained the right to sell his stock to the corporation at a fair market value price and his sale of such stock

Plaintiff adequately pleaded defendants’ failure to disclose material facts

Katten Muchin Rosenman LLP
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USA
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August 8 2008

A federal district court denied in part defendants’ motion to dismiss a putative shareholder class action complaint filed against a corporation and its directors and officers based upon alleged omissions and misrepresentations in a proxy statement relating to a shareholder vote on a merger transaction pursuant to which the company would be sold

Third Circuit rejects minority shareholder challenge to Delaware short-form merger

Katten Muchin Rosenman LLP
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USA
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October 2 2009

The Third Circuit affirmed the lower court’s rejection of arguments by an aggrieved minority shareholder objecting to a short-form merger that resulted in an allegedly diminished share price

Remand appropriate because fraud claim did not necessarily raise federal issue

Katten Muchin Rosenman LLP
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USA
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July 10 2009

The plaintiff filed a complaint in California state court alleging four state law causes of action, including claims for fraud, in connection with a "hostile takeover" of the plaintiff

Shareholders did not breach fiduciary duties owed to fellow shareholders

Katten Muchin Rosenman LLP
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USA
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July 17 2009

Defendants and plaintiffs owned interests in Twin City Minerals (Twin City), a company whose only asset was a 50 ownership in Superior Minerals (Superior

Failure to disclose merger talks does not violate securities laws

Katten Muchin Rosenman LLP
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USA
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April 16 2010

The U.S. Court of Appeals for the Second Circuit upheld a district court’s dismissal of a civil securities lawsuit, rejecting plaintiff’s claims that the corporate defendant violated Sections 10(b) and 20(a) of the securities laws by failing to disclose that it was engaged in merger negotiations in a series of public statements

Delaware rules on shareholder access to corporate books and records

Katten Muchin Rosenman LLP
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USA
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August 20 2010

Shareholder Westland Police & Fire Retirement System brought an action under Section 220 of the Delaware General Corporate Law to review the books and records of Axcelis Technologies, Inc

Seventh Circuit affirms dismissal of Securities Exchange Act, section 14(a) claim

Katten Muchin Rosenman LLP
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USA
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April 10 2009

The Seventh Circuit has upheld a lower court’s dismissal of a claim under section 14(a) of the Securities Exchange Act, finding that plaintiff failed adequately to allege that there were misrepresentations in a proxy statement issued during a bidding war for a real estate investment trust