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The cloudy status of a “profits interest” holder as an LLC member
  • Alston & Bird LLP
  • USA
  • March 24 2015

The existence of federal jurisdiction in this case turned on whether an individual who held an unvested profits interest in a limited liability


Policing breach of contract with fraud: Fourth Circuit adopts implied certification theory of liability under the FCA
  • Alston & Bird LLP
  • USA
  • May 18 2015

As every government contracts lawyer knows, the False Claims Act (FCA) was originally passed in the midst of the American Civil War to combat


Sixth Circuit locks the door on ERISA class action in Taylor v. Keycorp
  • Alston & Bird LLP
  • USA
  • June 6 2012

On May 25, 2012, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of a class representative’s putative ERISA class action against KeyCorp and related defendants because the proffered “class representative” could not demonstrate that she suffered any actual injury from the alleged breach of fiduciary duty and, therefore, lacked standing


Senate and House Committees hold hearings on current condition of U.S. auto industry
  • Alston & Bird LLP
  • USA
  • November 20 2008

This week, the Senate Committee on Banking, Housing, and Urban Affairs and the House Committee on Financial Services held hearings on the current condition of the domestic automobile industry, in response to the industry’s request that Congress provide emergency relief to several of its companies, and following on the heels of proposed auto relief legislation introduced earlier this week by House and Senate leadership


Classification of series and cell companies
  • Alston & Bird LLP
  • USA
  • November 1 2010

In recent years, foreign and domestic jurisdictions have allowed a single limited liability company to organize various series or cells


Contractor’s officers liable for failure to complete punch list
  • Alston & Bird LLP
  • USA
  • June 20 2012

A cautionary tale about the consequences of disregarding the separateness of a corporate entity is told in the recent case of Christopher v. Sinyard out of Georgia


Individual members of LLC personally liable for torts committed in furtherance of the LLC’s business
  • Alston & Bird LLP
  • USA
  • June 20 2012

In the South Carolina case of 16 Jade Street, LLC v. R. Design Construction Company, the court wrestled with the scope of protection from tort liability provided to individual members of a limited liability company


Hampshire v. Kuttner: Delaware court reviews fiduciary duties of corporate officers and remedies for breach
  • Alston & Bird LLP
  • USA
  • July 27 2010

In Hampshire Group, Limited v. Kuttner, et. al., the Delaware Court of Chancery recently addressed fiduciary duties and standards of conduct applicable to corporate officers when those officers were involved in conduct that benefited their superior officer and consciously caused the company to violate the law


Delaware Supreme Court holds that directors may not use equitable standing to pursue derivative actions
  • Alston & Bird LLP
  • USA
  • February 22 2008

A recent decision by the Delaware Supreme Court Schoon v. Smith, No. 554, 2008 Del. LEXIS 67 (Feb. 12, 2008) further reinforced a principle well entrenched in Delaware jurisprudence namely, that an individual who is a member of the board of directors cannot initiate a derivative suit on behalf of the corporation unless he or she complies with Section 327 of the Delaware General Corporation Law


Continuous stock ownership necessary to prosecution of derivative action
  • Alston & Bird LLP
  • USA
  • February 27 2008

The Supreme Court of California recently clarified the standing requirements for plaintiffs seeking to bring derivative actions