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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

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.”

Corporate veil allegations survive motion to dismiss in embezzlement case

Katten Muchin Rosenman LLP
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USA
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January 22 2010

The U.S. District Court for the Northern District of Illinois denied defendants’ motion to dismiss, ruling that, among other things, plaintiff properly pled the elements for piercing the corporate veil where there were particular allegations demonstrating a “unity of interest” between the individual and corporate defendants

Weak internal controls and GAAP violations supported inference of scienter in securities class action

Katten Muchin Rosenman LLP
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USA
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December 18 2009

The U.S. District Court for the Southern District of New York denied defendants’ motion to dismiss in a consolidated securities class action lawsuit, where defendant corporation had to restate its financials after making a series of disclosures regarding poor accounting controls

Third Circuit rejects novel government securities fraud theory

Katten Muchin Rosenman LLP
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USA
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April 16 2010

The U.S. Court of Appeals for the Third Circuit affirmed the lower court’s dismissal of certain novel theories on which the government predicated a criminal indictment against two high-ranking executives of a pharmaceutical company

Delaware has jurisdiction over corporation based on claims arising out of performance of predecessor's contracts

Katten Muchin Rosenman LLP
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USA
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June 10 2011

The Superior Court of Delaware recently denied a motion to dismiss for lack of personal jurisdiction, holding that, following a merger, the defendant corporation continued to transact business within Delaware and, in connection with that business, caused injury within the state

Fiduciary duty imputation case proceeds to trial

Katten Muchin Rosenman LLP
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USA
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January 21 2011

The U.S. District Court for the District of New Jersey denied a motion for partial summary judgment, ruling that the contested issue, whether a conceded breach of fiduciary duty by two individual defendants could be imputed to corporate defendants, should go to trial

Arbitration provision upheld despite competing agreements

Katten Muchin Rosenman LLP
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USA
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October 2 2009

The District Court for the Western District of Pennsylvania compelled arbitration of investors’ claims based on an arbitration provision in subscription agreements despite the fact that the limited partnership agreement, which included an integration clause, contained no arbitration clause

Second Circuit holds that interpreting contract as requiring exclusivity would be illogical

Katten Muchin Rosenman LLP
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USA
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June 11 2010

The U.S. Court of Appeals for the Second Circuit has affirmed a district court ruling that held that the “plain meaning” of the contract between AT&T Corporation and KATEL Limited Liability Company with respect to the exchange of telephone calls between the United States and Kyrgyzstan did not require exclusivity

Court upholds forum-selection clause in independent contractor’s contract

Katten Muchin Rosenman LLP
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USA
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January 29 2010

The U.S. District Court for the Northern District of Texas has ruled that the breach of contract claims asserted by several of the company’s sales agents were covered by forum-selection clauses in their contracts, rejecting the sales agents’ argument that the clauses were unenforceable

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