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Delaware Chancery Court addresses records inspection requests standards

Katten Muchin Rosenman LLP
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USA
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March 8 2013

The Delaware Chancery Court recently addressed the limits of shareholder inspection rights, holding that such requests must be specifically related

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

Assertion of common interest doctrine and business strategy privilege rejected

Katten Muchin Rosenman LLP
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USA
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November 2 2012

The Delaware Court of Chancery recently rejected a party’s argument that the “common interest doctrine” and the “business strategy privilege” shielded documents from discovery

Chancery Court finds fiduciary duties waived by contract

Katten Muchin Rosenman LLP
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USA
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October 19 2012

The Court of Chancery of the State of Delaware recently dismissed a claim for breach of fiduciary duty brought by common unitholders in a master limited partnership against the controlling unitholder where the language of the partnership agreement expressly eliminated any fiduciary duties owed to the unitholders

Failure to make pre-suit demand bars a derivative suit

Katten Muchin Rosenman LLP
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USA
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August 10 2012

The U.S. District Court for the District of Massachusetts recently dismissed a derivative action where plaintiffs did not make a pre-suit demand on defendant’s board and failed to adequately plead that demand would have been futile

Court considers adequacy of pleading tortious interference counter-claims

Katten Muchin Rosenman LLP
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USA
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May 25 2012

Defendants and counter-claimants Elliot Landy and Landyvision, Inc. (the counter-claimants) asserted several counter-claims, including for tortious interference with business relationships and tortious inference with contract

Seventh Circuit Court of Appeals rejects argument that Wisconsin corporate law is part of articles of incorporation

Katten Muchin Rosenman LLP
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USA
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May 18 2012

The U.S. Court of Appeals for the Seventh Circuit rejected the argument of a dissenting shareholder in a freezout merger that provisions of Wisconsin’s corporate law were binding contractually on a company’s founders and its investors

District court rejects argument that Investment Advisers Act cannot be applied extraterritorially

Katten Muchin Rosenman LLP
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USA
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May 18 2012

The Securities and Exchange Commission brought a complaint against the former Chief Financial Officer of a now defunct investment adviser seeking enforcement of the Investment Advisers Act of 1940 (IAA

Indemnification extended to officer's post-employment actions

Katten Muchin Rosenman LLP
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USA
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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

Non-party granted right to seek to unseal court documents

Katten Muchin Rosenman LLP
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USA
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April 22 2011

Jepsco, Ltd., a shareholder of Rich Realty Inc. (RRI) requested that all papers filed under seal in an action brought by B.F. Rich Co., Inc. against RRI in the Delaware Chancery Court be opened for review pursuant to Court of Chancery Rule 5(g)(6

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