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Investors › Breach of Contract › Fiduciary Duty

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

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

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

Bilzin Sumberg

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

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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

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

Bass, Berry & Sims PLC

Chris Lazarini Discusses Tolling Principles Under Statutes of Limitation and Repose

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Bass, Berry & Sims attorney Chris Lazarini discussed a case in which the plaintiffs sued Edward Jones alleging violations of various securities laws related to their investment in an annuity, which they had thought was joint...more

Ballard Spahr LLP

Investment Management Update - October 2015

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Below is a summary of recent investment management developments that affect registered investment companies, private equity funds, hedge funds, investment advisers, and others in the investment management industry. Schwab...more

Orrick - Finance 20/20

RMBS Contract Claims Against Trustee Dismissed in Part

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On October 2, 2015, Justice Saliann Scarpulla of the New York Supreme Court issued an Opinion and Order partially granting Bank of New York Mellon’s (“BNYM”) Motion to Dismiss an RMBS action brought by Commerce Bank and other...more

Burr & Forman

DOL Hearings Debate “Fiduciary Duty” not “Suitability” Standard for Retirement Accounts

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The U.S. Department of Labor (“DOL“) recently heard public comment to its proposed regulatory changes implementing a fiduciary duty on any individual receiving compensation for advice tailored to a plan sponsor, participant...more

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