Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July...more
On April 12, 2024, the United States Supreme Court delivered an important decision on the issue of whether a failure to make disclosure required under Item 303 of Regulation S-K can support a Rule 10b-5 claim, even in the...more
4/24/2024
/ Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Private Right of Action ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations
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
4/17/2024
/ Acquisitions ,
Bad Faith ,
Breach of Contract ,
Damages ,
Fiduciary Duty ,
Investors ,
Mergers ,
Motion for Summary Judgment ,
Motion to Dismiss ,
Stockholder Agreements ,
Twitter ,
Venture Funding
Insider trading is a concept that most people are generally familiar with. In its simplest form, it involves a corporate insider trading in securities of his or her corporation on the basis of material nonpublic information...more
In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more
Last week, state regulators forced Silicon Valley Bank (SVB) into receivership, and the Federal Deposit Insurance Corporation (FDIC) was appointed as receiver. SVB’s failure marks the largest receivership since Washington...more
The North Carolina Supreme Court recently concluded that shareholders dissenting from Reynolds American Inc.'s 2017 merger with British American Tobacco were not entitled to more consideration than the deal price — even in a...more
On November 2, the United States Supreme Court refused to weigh in on an ongoing antitrust challenge to NFL Sunday Ticket, the satellite broadcast package from DirecTV that gives NFL fans access to all NFL games each week. ...more
Wisconsin courts continue to distinguish Wisconsin law from that of other jurisdictions, most notably Delaware. In late 2018, the dismissal of shareholder lawsuits against National Research Corp., or NRC, and its directors in...more
In Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439 (Mar. 20, 2018), the Supreme Court recently held that certain federal securities-law claims could proceed in state courts—despite the narrowing effect of...more
Justice Neil Gorsuch’s confirmation process earlier this year brought attention to the issue of agency deference, given a concurring opinion that he had written in Gutierrez-Brizuela v. Lynch, 834 F.3d 1142, 1149 (10th Cir....more
The Indian court system has gained an unfortunate reputation for being notoriously slow, cumbersome, unpredictable, and unreliable, which makes solving commercial disputes in India a challenging ordeal. India ranks near the...more
When Rebecca Bradley was appointed to the Wisconsin Supreme Court in October, the question arose what role she would play in cases argued this term before her appointment. Specifically, if the Court were otherwise split 3-3...more
Wisconsin’s court of appeals recently adopted the incorporation-by-reference doctrine as part of the state’s pleading standard in Soderlund v. Zibolski, No. 14AP2479 (Sept. 22, 2015). The decision, written by Judge Cane of...more
The Supreme Court explained in Celotex Corp. v. Catrett, 477 U.S. 317 (1986), that a party can obtain for summary judgment when its opponent has no evidence to support an element of the opponent’s case. Justice Brennan’s...more
On June 24th, Wisconsin’s supreme court decided that the discovery rule—that is, the rule that a tort claim for which the legislature has provided no other rule “accrues” for statute-of-limitations purposes when the plaintiff...more
Last Friday, Wisconsin’s supreme court announced that it had accepted seven new cases. Three of them are of particular interest to Wisconsin businesses.
In Wis. Pharmacal Co. v. Nebraska Cultures of Cal.,...more
The Federal Trade Commission and Department of Justice Antitrust Division held their second public workshop on health care competition on February 24-25, 2015. The workshop is part of the FTC and DOJ’s commitment to...more
Central bankers have been the bane of a saver’s return for awhile now, but Wisconsin’s court of appeals appears to have carved out a place for litigants to earn a market-beating return. In a decision issued by District II...more
Wisconsin’s court of appeals, in a published opinion written by Judge Reilly, recently decided that undocumented workers are protected by Wisconsin’s Family and Medical Leave Act (FMLA). Burlington Graphic Systems v. DWD,...more
An unusual thing happened earlier this month at the Wisconsin Supreme Court. Ramon Gonzalez, an inmate, was tried for a fight in the Milwaukee County Jail. To assist the jury in identifying Gonzalez as a participant in the...more
In Wisconsin, a party seeking judicial review of an administrative decision must, within 30 days of service of the agency decision, file a petition for review in the trial court and serve the agency with a copy of the...more
If personal service of a summons and complaint cannot be accomplished, a plaintiff in Wisconsin is permitted to serve process by publication. A plaintiff serving by publication must also mail a copy of the summons and...more
In Wisconsin Pharmacal Co. v. Nebraska Cultures of California, No. 13AP613 (Wis. Ct. App. Oct. 29, 2014), the Wisconsin Court of Appeals analyzed the circumstances under which a supplier’s negligent provision of an incorrect...more
Wisconsin’s court of appeals recently clarified the extent to which class-action lawsuits may be brought against Wisconsin governmental entities in Townsend v. Neenah Joint School District, No. 13AP2839 (Oct. 22, 2014)....more