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Creditors of insolvent limited liability companies cannot sue derivatively
  • Katten Muchin Rosenman LLP
  • USA
  • September 9 2011

The Supreme Court of Delaware recently held that creditors of insolvent Delaware limited liability companies (LLCs) lack standing to bring derivative suits on behalf of the LLCs


Attendance at executive committee meetings insufficient to satisfy group pleading doctrine
  • Katten Muchin Rosenman LLP
  • USA
  • October 22 2010

The U.S. District Court for the Southern District of New York recently granted defendants’ motions to dismiss a consolidated class action asserting claims for securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 brought by shareholders of Celestica, Inc., a Canadian electronics corporation, against the company and its former officers, as well as against Onex Corporation, the largest controlling shareholder of Celestica, and Onex’s CEO (together, the Onex defendants) based on, among other things, the plaintiffs’ failure to plead fraud with the specificity required by Rule 9(b) of the Federal Rules of Civil Procedure


Ninth Circuit upholds Facebook settlement
  • Katten Muchin Rosenman LLP
  • USA
  • April 15 2011

The U.S. Court of Appeals for the Ninth Circuit upheld a lower court's approval of a settlement agreement entered into by The Facebook, Inc. and individual litigants, Cameron and Tyler Winklevoss and Divya Narendra (the Winklevosses), who claimed that the idea for the popular social networking site had been stolen from them


Delaware Court upholds transfer of voting interests to an existing LLC member
  • Katten Muchin Rosenman LLP
  • USA
  • August 12 2011

The Delaware Court of Chancery has upheld the assignment of a Delaware limited liability company membership interest, including the voting rights associated with that interest, to an existing member of the LLC


Court holds late fee provision is not liquidated damages provision
  • Katten Muchin Rosenman LLP
  • USA
  • October 23 2009

The United States District Court for the District of Delaware denied defendant issuer’s motion to dismiss plaintiff’s claims for actual damages resulting from the defendant’s failure to file a registration statement within the time period required by the parties’ agreement


Third Circuit reinstates conviction for conspiracy to commit securities fraud
  • Katten Muchin Rosenman LLP
  • USA
  • April 17 2009

Appellee Kevin Heron, Chief Insider Trading Compliance Officer for semiconductor manufacturer Amkor Technology, Inc., was convicted of three counts of securities fraud, as well as one count of conspiracy to commit securities fraud, based on a purported conspiracy with his neighbor, Stephen Sands, a low-level employee of Neoware, to exchange inside information concerning their respective companies


Incomplete and unfinished documents may satisfy statute of frauds
  • Katten Muchin Rosenman LLP
  • USA
  • February 10 2012

The U.S. Court of Appeals for the Fifth Circuit recently held that documents referenced in an agreement may satisfy the statute of frauds even if those documents are not finalized


Court applies alter ego doctrine to deny motion to dismiss for lack of personal jurisdiction
  • Katten Muchin Rosenman LLP
  • USA
  • March 16 2012

An Arizona district court recently relied on the alter ego doctrine to deny a motion to dismiss for lack of personal jurisdiction in a case involving breach of a partnership agreement and trademark infringement


Delaware standing requirements do not apply to derivative suit involving Spanish corporation's Delaware subsidiary
  • Katten Muchin Rosenman LLP
  • USA
  • January 6 2012

The plaintiff, Sagarra Inversiones, S.L. (Sagarra), the minority shareholder in Corporación Uniland S.A. (Uniland), a Spanish Corporation, sought to rescind the sale to Uniland of Giant Cement Holdings, Inc. (Giant), a company controlled by the defendant, Cementos Portland Valderrivas (CPV), the majority shareholder of Uniland


Federal district court stays state court discovery pursuant to slusa
  • Katten Muchin Rosenman LLP
  • USA
  • January 6 2012

The plaintiff filed a class action suit in the U.S. District Court for the Southern District of California, alleging that the defendants omitted material facts from a proxy statement, breaching their fiduciary duties and violating the Securities Exchange Act of 1934