Second Circuit Asks Delaware to Clarify Corporate Shareholder Question
On November 19th, the Second Circuit certified to the Delaware Supreme Court this question: if plaintiff corporation has contracted with defendant to render a benefit to plaintiff’s subsidiary and defendant breaches that contract, can the plaintiff bring a direct suit against the defendant for damages suffered by the plaintiff even though the subsidiary is a corporation in which plaintiff is a shareholder and the plaintiff’s losses derive indirectly from the loss suffered by the subsidiary? NAF Holdings, LLC v. Li & Fung (Trading) Ltd.
D.C. Circuit Panel to Rehear Conflict Minerals Challenge
On November 18th, a panel of the D.C. Circuit agreed to rehear a petition challenging the SEC’s rules requiring firms to disclose whether their products contain minerals from the Democratic Republic of the Congo. Although substantively upholding the rules, the original panel opinion held that the requirement that an issuer describe its products as not "DRC conflict free" violates the First Amendment. On rehearing, the parties are asked to file additional briefs on the effect of the Court’s opinion in American Meat Institute v. U.S. Department of Agriculture, 760 F.3d 18 (D.C. Cir. 2014) (en banc), where the Court upheld country of origin labelling requirements for meat products. National Assoc. of Manufacturers v. SEC.