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Breach of Contract Investors

Alston & Bird

Exit Means Exit: Lessons in Directors’ Duties, Unfair Prejudice, and Good-Faith Obligations Under English Law

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Our Financial Services Litigation Group examines an English Court of Appeal decision that highlights the need for company directors to fully understand and abide by the exit provisions in their shareholders’ agreements under...more

Morris James LLP

Chancery Upholds Expulsion of LLC Investor, Awards Fees and Expenses Caused by Breach

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PJT Holdings, LLC v. Costanzo, C.A. No. 2023-0665-JTL (Del. Ch. May 15, 2025) - In anticipation of launching a chain of restaurants, three restaurant operators joined an outside investor to form a four-member,...more

A&O Shearman

JOLCO-motion denied: aircraft finance termination payments not penalties

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The English High Court has found that termination payments under Japanese Operating Lease with Call Option (JOLCO) structures did not amount to unenforceable penalties....more

Ropes & Gray LLP

Key Takeaways Related to Oregon’s New CPOM Law

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On June 9, 2025, Governor Kotek signed Senate Bill 951, An Act Relating to the Practice of Health Care (“SB 951”), into law. This law strengthens Oregon’s existing Corporate Practice of Medicine (“CPOM”) restrictions by...more

Cadwalader, Wickersham & Taft LLP

Court of Appeals Upholds Contract Merger Clause

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

Wiley Rein LLP

Prior Demand for Books and Records Unrelated to Subsequent Arbitration Brought by Same Claimants

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Applying Illinois state law, the Appellate Court of Illinois has held that two lawsuits against insureds did not allege Related Wrongful Acts sufficient to render the two lawsuits a single, related claim under the D&O...more

Bradley Arant Boult Cummings LLP

Court Affirms $1.6B Judgment in Bahamas Mega Project Dispute

A New York appeals court has affirmed a $1.6 billion award for the developer of a Bahamas mega project against various subsidiaries of China State Construction Engineering Corporation, the world’s largest construction company...more

Mayer Brown

Subscription Credit Facilities: The Importance of an Investor’s Agreement to Fund Without “Setoff, Counterclaim or Defense”

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EXECUTIVE SUMMARY - Subscription credit facilities rely on the obligations of investors to a private investment fund (“Fund”) to contribute their capital commitments to the Fund when called. From a subscription credit...more

Foley & Lardner LLP

Significant Recent Decisions Relevant To Private Company M&A

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In navigating the complex world of private company mergers and acquisitions (M&A), understanding recent legal decisions is paramount. This white paper serves as a guide, distilling intricate court rulings into digestible...more

Farrell Fritz, P.C.

New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”

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Last week, the Manhattan-based Appellate Division, First Department, handed down one of the more intriguing decisions by a New York court I’ve seen in a long time involving a dispute between LLC members....more

Kaufman & Canoles

K&C Sports & Entertainment Law Weekly Roundup - March 2024 #2

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The Dartmouth men’s basketball team voted to unionize Tuesday in an unprecedented step toward forming the first labor union for college athletes and another blow to the NCAA’s deteriorating amateur business model....more

King & Spalding

Beyond the Palette: Issues in art disputes in the English Courts

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Fine art is big business. The three most expensive paintings to have ever been sold – Salvator Mundi by Leonardo da Vinci, Interchange by Willem de Kooning and The Card Players by Paul Cézanne – have an inflation-adjusted...more

Goodwin

“Good Faith” in Shareholders’ Agreements: What Does it Mean?

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Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more

Hendershot Cowart P.C.

Defrauded Out of an Investment?

Hendershot Cowart P.C. on

Unscrupulous actors may make misleading statements, use deceptive behavior, or produce falsified statements or documents to induce you to invest in what you are led to believe is a legitimate business opportunity – from real...more

Bilzin Sumberg

Rulings on Standing and Statute of Limitations Deliver Huge Blow to RMBS Investors

Bilzin Sumberg on

Last week, the U.S. District Court for the Southern District of New York dealt a major blow to mortgage investors in two parallel actions pending for the past few years. The impact proved to be fatal to one of the actions,...more

White & Case LLP

Managing construction risks in Asia-Pacific: Vietnam

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Changes in the construction law and favorable government policy continue to spur Vietnam's construction industry. Vietnam is the third-largest country in Southeast Asia. Due to favorable government policy and an abundance...more

White & Case LLP

Managing construction risks in Asia-Pacific: Indonesia

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The construction industry in Indonesia has long been considered the backbone of the country's economic and social development, and regulations are being continuously amended to ease complexity and expedite processes for...more

White & Case LLP

Managing construction risks in Asia-Pacific: India

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In recent years, the construction industry in India has emerged as an attractive destination for foreign investment. To support this heightened interest, the government of India has enacted an attractive foreign direct...more

White & Case LLP

Managing construction risks in Asia-Pacific: Australia

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Australia is a highly advanced mixed economy, but investors – often drawn to the country's economic stability and resilience – should be aware of certain clauses that typically appear in construction contracts. Australia...more

Morris James LLP

Delaware Court of Chancery Applies Direct/Derivative Distinction In Voting Context

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Clifford Paper, Inc. v. WPP Investors, LLC, 2021 WL 2211694 (Del. Ch. Jun. 1, 2021) - The disenfranchisement of an investor with voting or consent rights often is considered to be a direct harm, thus permitting the...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

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Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Goodwin

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition

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Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more

JAMS

Is ADR the Cure for COVID-19-Related Litigation? - The benefits of having a neutral with life sciences experience to resolve your...

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As we continue our battle against COVID-19, one of the successes is the speed with which pharmaceutical companies have developed vaccines. For those not familiar with the science and the process of getting new drugs to...more

Spilman Thomas & Battle, PLLC

When Davids on Social Media Topple the Goliath of Wall Street

Social media started out as a way to connect with old friends and distant relatives. Not anymore. Now, social media is being weaponized by everyday people to topple the giants of Wall Street. Recently, posters on Reddit and...more

Nutter McClennen & Fish LLP

E-Gaming Company FaZe Clan Subject to Potential Successor Liability  

In Crashfund LLC v. FaZe Clan, investors in Wanderset Inc. sued successor e-gaming company, FaZe Clan. Wanderset investors claimed that their agreements with Wanderset granted them conditional rights to obtain stock...more

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