Shareholders, Appeals, Corporate Misconduct

New York Sales Tax: When a Responsible Person Acts Irresponsibly

Rivkin Radler LLP on 2/18/2025

Late last year, the Office of the State Comptroller (the “OSC”) estimated that sales and use tax receipts would increase by 2.3% in the SFY 2024-2025. The OSC also projected that collections from sales and use taxes would...more

Law of Privilege: ‘Shareholder Rule’ Held to Be Unjustifiable

Cooley LLP on 2/17/2025

In its decision last year in Aabar Holdings SARL v. Glencore PLC & Others, the High Court handed down a landmark ruling overturning the ‘shareholder rule’, which has been applied to the analysis of legal professional...more

Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

Fenwick & West LLP on 2/7/2025

This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

Can Business Conducted at Invalid Corporate Meetings Still be Valid and Effective? The BC Court of Appeal Says "Yes"

Bennett Jones LLP on 1/28/2025

In Yinghe Investment (Canada) Ltd. v CCM Investment Group Ltd., 2024 BCCA 285 (CCM Investment), the BC Court of Appeal upheld the chambers judge’s decision, ruling that: (1) an annual general meeting (AGM) and subsequent...more

Shades of grey? Unfair prejudice and derivative actions in Jersey following Ntzegkoutanis v Kimionis

Walkers on 1/31/2024

Matters of law will certainly not always be black and white, however, the Courts have adopted a traditional approach when assessing matters of mismanagement or misconduct by directors in relation to company – if there is...more

Luxembourg case law briefing – corporate law highlights - 2023 Edition

A&O Shearman on 10/18/2023

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for...more

Ask Not for Whom the Blue Bell Tolls

Adams & Reese on 8/22/2023

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

Washington Court Reaffirms Appraisal as Remedy for Shareholders Challenging a Merger

Perkins Coie on 1/25/2023

In an unpublished decision issued on January 3, 2023, Division I of the Washington Court of Appeals strongly reaffirmed Washington law providing that, absent a showing of fraudulent corporate conduct or certain procedural...more

Supreme Court Provides Further Guidance on Demands to Inspect Electronic Communications

Skadden, Arps, Slate, Meagher & Flom LLP on 5/11/2019

Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more

New York Appellate Court Ruling Eases Hurdle to Bringing Derivative Suits Against UK Companies in the New York Courts

Herbert Smith Freehills Kramer on 12/3/2018

On Nov. 14, 2018, a New York appellate court held that in a derivative action brought in a New York court against a company incorporated in the United Kingdom, the plaintiff need not comply with U.K. Companies Act § 261(1)...more

Contribution Rights Among Co-Guarantors: Liability Must Be Proportional

Patton Sullivan Brodehl LLP on 9/7/2018

In reviewing notable guaranty cases from 2017 while preparing this year’s updates and edits for CEB’s top-notch treatise, California Mortgages, Deeds of Trust, and Foreclosure Litigation, we came across an opinion that...more

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