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Ninth Circuit latest to permit corporate liability under alien tort statute; Supreme Court to resolve circuit split in 2012

Sheppard Mullin Richter & Hampton LLP
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USA
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November 23 2011

In Sarei v. Rio Tinto, PLC, Nos. 02-56256, 02-56390, 09-56381, 2011 WL 5041927 (9th Cir. Oct. 25, 2011), the United States Court of Appeals for the Ninth Circuit became the latest Circuit to hold that corporations may be held liable under the Alien Tort Statute (“ATS”), 28 U.S.C. 1350

California Court of Appeal applies three-year limitation under Delaware law to claim against dissolved Delaware corporation

Sheppard Mullin Richter & Hampton LLP
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USA
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May 10 2010

In Greb v. Diamond Int’l Corp., 2010 Cal. App. LEXIS 566 (Cal. App. 1st Dist. Apr. 26, 2010), the California Court of Appeal for the First District affirmed the trial court’s dismissal of a personal injury claim against a dissolved Delaware corporation, holding that the claim was filed more than three years after dissolution of the corporation in violation of Delaware General Corporation Law Section 278

Delaware Chancery Court clarifies when corporate officers and directors are entitled to mandatory indemnification under DGCL 145

Sheppard Mullin Richter & Hampton LLP
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USA
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March 19 2012

In Hermelin v. K-V Pharmaceutical Co., C.A. No. 6936-VCG, 2012 WL 395826 (Del. Ch. Feb. 7, 2012), the Delaware Court of Chancery considered whether the former chief executive officer (“CEO”) of a pharmaceutical company, against whom several regulatory and criminal actions had been brought, had been successful “on the merits or otherwise” such that he was entitled to mandatory indemnification under Section 145 of the Delaware General Corporation Law (“DGCL”) andor under his indemnification agreement with the corporation

New York Court of Appeals holds upholds broad choice of New York law provision in contract even in absence of contacts with New York

Sheppard Mullin Richter & Hampton LLP
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USA
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January 28 2013

In IRB-Brasil Resseguros, S.A. v. Inepar Investments, S.A., No. 191, 2012 WL 6571286 (N.Y. Dec. 18, 2012), the Court of Appeals of the State of New

Delaware has no per se rule against "don't ask, don't waive" standstill provisions, but boards must be careful in using them

Sheppard Mullin Richter & Hampton LLP
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USA
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January 4 2013

In In re Ancestry.com Inc. Shareholder Litigation, C.A. No. 7988-CS, Chancellor Strine of the Delaware Chancery Court held that Delaware has no per se

Delaware Supreme Court affirms preclusive effect of non-Delaware dismissals and rejects irrebuttable presumption that a derivative plaintiff who fails to conduct a Section 220 inspection is an inadequate representative

Sheppard Mullin Richter & Hampton LLP
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USA
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April 23 2013

In Pyott v. Louisiana Municipal Police Employees' Retirement System, No. 380, 2012, 2013 WL 1364695 (Del. Apr. 4, 2013), the Delaware Supreme Court

Sixth Circuit reverses dismissal of a shareholder derivative action based upon the lack of independence of the special litigation committee

Sheppard Mullin Richter & Hampton LLP
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USA
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April 14 2011

In Booth Family Trust v. Jefferies, No. 09-3443, 2011 WL 1237583 (6th Cir. Apr. 5, 2011), the United States Court of Appeals for the Sixth Circuit reversed the district court dismissal of a shareholder derivative action, holding that the special litigation committee (“SLC”) of the board of directors, which recommended the dismissal, was not sufficiently independent of management

Ninth Circuit holds that absence of "Upjohn warning" does not bar admissibility in criminal prosecution of statements elicited by corporate counsel during internal investigation

Sheppard Mullin Richter & Hampton LLP
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USA
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October 8 2009

In United States v. Ruehle, No. 09-50161, 2009 WL 3152971 (9th Cir. Sept. 30, 2009), the United States Court of Appeals for the Ninth Circuit reversed a controversial decision by the United States District Court for the Central District of California, which improperly excluded from evidence in a criminal prosecution certain statements made by a senior officer to corporate counsel conducting an internal investigation that the officer claimed were protected from disclosure by the attorney-client privilege

Ninth Circuit affirms dismissal of Section 14(a) class action holding that a share dilution theory for pleading economic loss is unsupported by case law

Sheppard Mullin Richter & Hampton LLP
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USA
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February 22 2010

In New York City Employees’ Retirement System v. Jobs, No. 08-16488, 2010 WL 309028 (9th Cir. Jan. 28, 2010), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a class action lawsuit against Apple, Inc. (“Apple”) and fourteen of its officers and directors for the alleged false and misleading proxy solicitation of a stock option plan on the ground that plaintiff-appellant did not adequately plead economic loss in the form of “dilution to shareholder interests.”

District of Columbia Circuit holds that providing attorney work product to independent auditors does not per se waive the protection of the work product doctrine

Sheppard Mullin Richter & Hampton LLP
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USA
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July 23 2010

In United States v Deloitte LLP, No 09-5171, 2010 WL 2572965 (DC Cir Jun 29, 2010), the United States Court of Appeals for the District of Columbia Circuit held, among other things, that the provision of documents containing attorney work product to a company's independent auditor does not waive the protection of the work product doctrine

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