On September 29, 2010, in the Computer Associates International Derivative Litigation, Judge Thomas C. Platt of the U.S. District Court for the Eastern District of New York granted a motion to dismiss derivative claims asserted against Ernst & Young LLP ("E&Y") and KPMG LLP ("KMPG"), the former and current auditors of Computer Associates ("CA").
On August 23, 2010, the Supreme Judicial Court of Massachusetts issued its ruling in Helabian v. Berv, that the business judgment rule can be applied to dismiss a derivative complaint filed timely under the Massachusetts Business Corporations Act but prior to a corporation’s rejection of the demand serving as the basis for the suit.
The United States Court of Appeals for the Second Circuit has ruled that the “insured vs. insured” exclusion in a Directors and Officers (“D&O”) liability policy is ambiguous in a case brought by the legacy entity’s directors and officers against representatives of a newly formed corporate entity.
Corporate mergers and acquisitions often result in the creation of new companies, the disappearance of old companies, the transfer of stock between shareholders, and the creation of boards of directors to effectuate a transaction.
This decision is expected to have a substantial impact for plans and fiduciaries defending the rash of pending litigation under the Employee Retirement Income Security Act of 1974.
A two-judge panel of the U.S. Court of Appeals for the Second Circuit (the “Court”) on February 16, 2010 vacated the dismissal of a putative class action securities fraud claim brought by shareholders of the Smith Barney family of funds (the “Funds”) under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and remanded the case to the district court.
On March 30, 2010, the Supreme Court of the United States determined the standard for private investors to establish a breach of fiduciary duty claim under the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq. (the "Act") in Jones v. Harris Assocs. L.P., No. 08-586, 559 U.S. __ (2010).
On March 30, 2010, the Supreme Court unanimously reversed and remanded the Seventh Circuit's denial of an appeal of summary judgment by plaintiffs alleging that a mutual fund's investment adviser charged excessive advisory fees.
On March 30, 2010, the Supreme Court issued its decision in Jones v. Harris Associates L.P., No. 08-586.
On December 29, 2009, the Second Circuit Court of Appeals issued its ruling in Helabian v. Berv, a case that could have meaningful implications for the protection of the business judgment rule and the procedures to be followed in shareholder derivative suits in Massachusetts.