News & Analysis as of

Fiduciary Duty Appeals Breach of Duty

Winstead PC

Court Reversed Judgment Against A Financial Advisor Due To A Lack Of Evidence Of Damages

Winstead PC on

In Badgett v. G’Sell, a client retained a financial advisor to manage her account. No. 01-22-00587-CV, 2024 Tex. App. LEXIS 8185 (Tex. App.—Houston [1st Dist.] November 26, 2024, no pet.)....more

Herbert Smith Freehills Kramer

Delaware Supreme Court reverses acquirer’s aiding and abetting liability, setting high bar, following precedent set by its recent...

On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more

Vinson & Elkins LLP

Delaware Supreme Court Sets High Bar for Counterparty Aiding and Abetting Liability in M&A Deals

Vinson & Elkins LLP on

The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more

Cole Schotz

Plaintiffs Raise Constitutional Challenges to March 2025 Milestone Amendments to the DGCL; Delaware Governor Matt Meyer Files...

Cole Schotz on

As noted in our prior blog post, on March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), were adopted by the Delaware General Assembly and signed into law by Governor Matt...more

Farrell Fritz, P.C.

A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine

Farrell Fritz, P.C. on

Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory, but elusively difficult in practice, even for...more

Jackson Lewis P.C.

Sixth Circuit Affirms Dismissal of Excessive Fee Case Against DENSO International

Jackson Lewis P.C. on

The Sixth Circuit recently granted an employer win in an ERISA excessive fee case when it affirmed the dismissal of a proposed class action brought by current and former employees of DENSO International America, Inc., a...more

Littler

Littler Lightbulb – May Employment Appellate Roundup

Littler on

Fourth Circuit Dismisses White Employee’s Race, Gender, and Retaliation Claims - Barnhill v. Pamela Bondi, __ F.4th __ (4th Cir. May 15, 2025) involved claims by a white Department of Justice Drug Enforcement Administration...more

Gordon Rees Scully Mansukhani

Kositzka v. Fick: Key Lessons on Trustee Fiduciary Duty in Virginia Trusts

In a recent decision, the Court of Appeals of Virginia upheld a lower court’s ruling that Kositzka, Wicks and Company (KWC) breached its fiduciary duty to Edward Joseph Ryan, awarding his estate $999,050 in damages, attorney...more

Allen Matkins

Nevada Supreme Court: Chapter 7 Filing Defeats Shareholder Breach Of Fiduciary Claim

Allen Matkins on

Globe Photos, Inc. owned a portfolio of millions of images of celebrities and musicians, including Marilyn Monroe, the Beatles, and Jimi Hendrix, some taken by famous photographers such as Frank Worth.  Despite these assets,...more

Wiley Rein LLP

Ninth Circuit Affirms Ruling That Section 533 Bars Coverage for Defense Costs and Indemnity When Claims Broadly Allege Willful...

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The United States Court of Appeals for the Ninth Circuit, applying California law, has affirmed a district court’s determination that California Insurance Code § 533 barred indemnity and defense costs coverage for a lawsuit...more

Jackson Walker

Texas Supreme Court Clarifies Fiduciary Duties Between Business Partners

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The Texas Supreme Court has provided clarity on the fiduciary duties between business partners, particularly in the context of limited partnerships. The case, Bertucci v. Watkins, involved a dispute between two business...more

Latham & Watkins LLP

No Causation Defence for Self-Interested Fiduciaries: UK Supreme Court Affirms Strict Profit Rule

Latham & Watkins LLP on

The judgment concerns the circumstances in which fiduciaries must account to their principals for the profits they make from their fiduciary relationships....more

McDermott Will & Emery

Sour Grapes: Attorney’s Oral Agreement Might Be Okay if Fair, Just, and Fully Advised

McDermott Will & Emery on

The US Court of Appeals for the Ninth Circuit found that a district court erred in declaring on summary judgment that an attorney had no ownership interest in a winery because the alleged agreement was made orally. The Ninth...more

Farrell Fritz, P.C.

Help Comes From an Unexpected Place in LLC Deadlock Dissolution: The Third Department

Farrell Fritz, P.C. on

Join me if you know this refrain: In New York, deadlock is not an independent ground for LLC dissolution. But… Almost exactly two years ago from today, Peter Mahler published a post titled: “Has the Time Come for...more

McDermott Will & Emery

Jury Trial on Legal Issue Denied, But No Harm Done

McDermott Will & Emery on

The US Court of Appeals for the Seventh Circuit affirmed a district court’s denial of a jury trial, concluding it was harmless error because the defendant would have been entitled to a directed verdict regardless. Overwell...more

Proskauer - Employee Benefits & Executive...

Eleventh Circuit Reiterates that Burden of Proving Loss Causation Stays with Plaintiffs

The Eleventh Circuit Court of Appeals recently affirmed a district court’s grant of summary judgment in favor of the fiduciaries of the Home Depot 401(k) plan, who defended against claims that they breached their fiduciary...more

Patton Sullivan Brodehl LLP

LLC Member Acting for LLC Without Authority Is Not “Protected Activity” Under California’s Anti-SLAPP Statute

California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition (litigation) or...more

Freiberger Haber LLP

Fraud Notes: Two Cases and The Examination of Scienter

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To state a cause of action for fraud, a plaintiff must allege “a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” The...more

Faegre Drinker Biddle & Reath LLP

Indiana Court of Appeals Affirms Defense Judgment in LLC Members' Claim for Breach of Fiduciary Duty

In Jarboe v. Moore, two LLC members sued each other for alleged breaches of fiduciary duties and fraud. The members tried their cases to a judge, who denied relief to both sides. The Indiana Court of Appeals affirmed and...more

Freiberger Haber LLP

Fraudulent Inducement, Merger Clauses and Duplication

Freiberger Haber LLP on

A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more

Freiberger Haber LLP

Amended Complaints, New Defendants and the Relation-Back Doctrine

Freiberger Haber LLP on

“A” brings an action against “B”. The causes of action asserted against “B” are all timely for statute of limitations purposes. Following discovery, “A” learns that “C” played a material role in the facts and...more

Conyers

Lau Man Sang, James and Others v. King Bun Limited and Others BVIHCMAP2021/0034

Conyers on

On 7 July 2023, the Eastern Caribbean Court of Appeal handed down judgment in BVIHCMAP 2021/0034 Lau Man Sang, James and Others v. King Bun Limited and Others. Conyers represented the successful Respondents before the Court...more

Fuerst Ittleman David & Joseph

Florida Nursing Home Negligence Update: Florida’s Fourth District Court of Appeal quashes denial of motion to dismiss nursing home...

On August 9, 2023, in Preston v. The Estate of Romanoff, No. 4D23-282 (Fla. 4th DCA August 9, 2023), Florida’s Fourth District Court of Appeal granted a petition for writ of certiorari and quashed the trial court’s order...more

Adams & Reese

Ask Not for Whom the Blue Bell Tolls

Adams & Reese on

Fifth Circuit Ruling Against Blue Bell’s Corporate Directors and Officers May Limit Availability of Insurance Coverage in Shareholder Derivative Actions - In a recent ruling, the United States Court of Appeals for the...more

Patton Sullivan Brodehl LLP

“Equitable Buyout” as a Remedy for LLC Wrongdoing?

In the world of LLCs, buyouts — where one member sells his/her membership interest to another member or the LLC itself — are commonplace. Buyouts generally fall into one of two categories: contractual — where the...more

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