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Results: 1-10 of 21

Delaware Court of Chancery finds fraud and breach of contract and awards damages to acquirer because seller fraudulently misrepresented historic cash flow

  • Edwards Wildman Palmer LLP
  • -
  • USA
  • -
  • October 9 2007

The Court of Chancery, in Cobalt Operating LLC v. James Crystal Enterprises, LLC, 2007 WL 2142926 (Del. Ch. July 20, 2007), found that defendants committed fraud in the course of selling a radio station to plaintiff and, as a result, the Court awarded over $11 million in monetary damages to plaintiff (including the cancellation of a $5 million promissory note and the cancellation of defendants’ $2 million equity interest in plaintiff

No control person liability pursuant to terms of merger agreement

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • 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The U.S. Court of Appeals for the Fourth Circuit, in an “unpublished” decision (which is not binding precedent under the Court’s rules), affirmed the dismissal of state law securities and fraud claims brought by Sherwood Brands, Inc. against a candy cane manufacturer’s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

This is one market crisis investigation with positive results

  • Dorsey & Whitney LLP
  • -
  • USA
  • -
  • April 4 2011

The Taylor, Bean & Whitaker investigation spawned guilty plea number five on Friday

Misrepresentations regarding financing of buy-out of LLC interest not a 10B-5 violation

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • September 30 2011

The U.S. Court of Appeals for the Eleventh Circuit affirmed summary judgment dismissing claims for, inter alia, alleged violations of federal securities laws and conspiracy to defraud brought by a member of a limited liability company (LLC) and its owners against the defendant who had financed the buy-out of the member’s one-half interest in the LLC at issue

United States district court overturns widely criticized fraudulent transfer decision (In re TOUSA, Inc., No. 10-60017-CIVGold (S.D. Fla. Feb. 11, 2011))

  • Winston & Strawn LLP
  • -
  • USA
  • -
  • February 16 2011

The United States District Court for the Southern District of Florida has reversed a bankruptcy court order that had required a group of lenders ("Transeastern Lenders") to disgorge, as a fraudulent transfer, approximately $421 million paid to them by a joint venture partner ("TOUSA") in satisfaction of their legitimate, uncontested loans to the joint venture that TOUSA had guaranteed

TOUSA fraudulent transfer decision reversed by district court

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • February 22 2011

Reversing a controversial decision and judgment of the bankruptcy court, the United States District Court for the Southern District of Florida has held that a group of lenders who received payment in settlement of their defaulted debt from the proceeds of new loans secured by the assets of certain subsidiaries of TOUSA, Inc. which were not themselves liable on that debt, did not receive fraudulent transfers

District court reverses controversial TOUSA decision on fraudulent transfers

  • Fried Frank Harris Shriver & Jacobson LLP
  • -
  • USA
  • -
  • February 22 2011

In October 2009, the Honorable John K. Olson, Bankruptcy Judge of the United States Bankruptcy Court for the Southern District of Florida, issued a controversial decision in the case of Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp North America, Inc. (In re TOUSA, Inc.),1 in which he ordered that the sum of $403 million paid by TOUSA to settle litigation with its lenders be avoided and disgorged by the lenders and repaid as a fraudulent transfer

Indemnification extended to officer's post-employment actions

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

The Delaware Chancery Court granted indemnification to an officer who defended claims against him arising from representations he allegedly made before a merger, and for related conduct that occurred after that merger

New York Court of Appeals upholds purchase agreement's broad release in affirming dismissal of $900 million fraud claim

  • Bracewell & Giuliani LLP
  • -
  • USA
  • -
  • June 14 2011

On June 7, 2011, the New York Court of Appeals affirmed the dismissal of a $900 million lawsuit brought by former shareholders against America Movil SAB (“Movil”), Latin America’s largest mobile phone carrier, on the grounds that a general release entered into by the parties in 2003 barred Plaintiffs’ claims

Securities class action litigation update

  • BoyarMiller
  • -
  • USA
  • -
  • July 22 2011

On July 13, 2011, the Wall Street Journal's Law Blog referenced a report about the increased number of class action lawsuits seeking damages for lost share value filed by investors against companies involved in mergers and acquisitions

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