Delaware Chancery Court Allows Board to Abandon Sales Process
October 29, 2008
Earlier this year, the Delaware Chancery Court dismissed a claim by shareholders of First Niles Financial, Inc., alleging that the directors breached their fiduciary duty by abandoning a sales process, despite receiving offers that its financial adviser found to be "within a range supported by its financial models.
The Supreme Court and Business
October 29, 2008
Recently, we witnessed the annual ritual of the United States Supreme Court releasing its most monumental decisions in the waning days of its term. The front pages were consumed with new landmarks on, among others, the Second Amendment and the death penalty. The general public and the media rightly gave greater import to these constitutional decisions, but does that mean that American business was ignored by the Justices this year?
When Delaware Companies Are Required to Advance Fees
October 29, 2008
A recent Delaware Chancery Court case may send Delaware companies scrambling to review their bylaws to determine if they are required to advance fees in more instances than first thought. A review of this and two other pivotal cases.
When Your Witness Is a Former Employee
October 29, 2008
In an era when employees change jobs frequently, your most important witness is often a former employee. At best, a former employee may be ambivalent toward your company. At worst, he or she may be downright hostile. What should you do?
Antitrust Limits on Pre-Closing Conduct in Mergers and Acquisitions
September 26, 2008
In track, a runner "jumps the gun" when he or she begins running before the gun has sounded. A similar concept occurs when two competing firms that have agreed to merge begin coordinating their activities or combining their distribution networks before the merger closes. Here is what merging firms can and cannot do before the gun sounds.
Understanding and Avoiding Preference Liability
September 26, 2008
In today's challenging economic environment it is a familiar story: After a protracted period of slow pay and then no pay, your customer (or borrower, joint venturer, counter-party, etc.) files a bankruptcy petition, leaving you holding the bag. And that's only the beginning.
Quarterly State Compliance Review
September 26, 2008
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect recently, including amendments to the corporation laws of Delaware, California, and New York. This edition also includes two recent decisions of interest from the Delaware Chancery Court.
Second Circuit Addresses Collective Scienter
September 26, 2008
The Second Circuit recently issued an important decision in <i>Teamsters Local 445 Freight Div. Pension Fund v. Dynex Capital Inc.,</i> which has significant implications for securities class action litigation and the continuing fallout from the crisis in the credit markets. The decision addressed the issue of collective scienter, or whether a corporation can commit securities fraud when none of its individual agents acted with fraudulent intent.
Employers Must Bolster Their Policies Against Retaliation
August 27, 2008
Last month, the author said that heightened awareness is necessary after the Supreme Court ruling in <i>CBOCS West, Inc. v. Humphries</i> increased the stakes. The discussion concludes herein with a look at the mechanics of an investigation.
