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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


Mexia v. Rinker Boat Co., Inc.: California Court of Appeal limits impact of duration provision for implied warranty of merchantability under Song-Beverly
  • Alston & Bird LLP
  • USA
  • August 13 2009

Under California’s Song-Beverly Consumer Warranty Act ("Song-Beverly"), unless disclaimed, every retail sale and lease of consumer goods in California includes an implied warranty by the manufacturer and the retailer that the goods are merchantable


SEC approves PCAOB’s new related party auditing standard and other related amendments
  • Alston & Bird LLP
  • USA
  • November 11 2014

On October 21, 2014, the Securities and Exchange Commission (SEC) approved the rules proposed earlier this year by the Public Company Accounting


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


Recent state gift card policy changes are all over the map
  • Alston & Bird LLP
  • USA
  • February 23 2015

The Oregon Legislature recently introduced legislation that would reestablish gift cards as a type of unclaimed property reportable to Oregon


D.C. Circuit reaffirms applicability of attorney-client privilege to corporate internal investigations
  • Alston & Bird LLP
  • USA
  • September 4 2014

On June 27, the United States Court of Appeals for the D.C. Circuit issued an important decision in In re Kellogg Brown & Root, Inc., 14-5055, 2014


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


SEC proposes rule amendments to lift prohibition on general solicitation and general advertising in connection with private offerings made pursuant to Regulation D
  • Alston & Bird LLP
  • USA
  • September 11 2012

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”), which was designed to facilitate the raising of capital by small businesses


Fletcher v. ION: Delaware builds on string of cases regarding duties to preferred stockholders
  • Alston & Bird LLP
  • USA
  • June 9 2010

Following a line of recent cases addressing fiduciary duties owed to preferred stockholders (including, e.g., Nemec v. Shrader, In re Trados S’holders Litig. and LC Capital Master Fund, Ltd. (QuadraMed) v. James), the Delaware chancery court confirmed in Fletcher International, Ltd. v. ION Geophysical Corporation, et al that a preferred shareholder may not maintain both contractual and fiduciary duty claims arising out of the same set of facts unless the fiduciary duty claims are based on duties and rights not provided for by contract


IASB and FASB announce joint-initiative in response to the financial crisis
  • Alston & Bird LLP
  • Global, USA
  • March 30 2009

Last week, at a joint meeting held in London, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) announced that they would begin working "jointly and expeditiously towards common standards that deal with off-balance sheet activity and accounting for financial instruments"