News & Analysis as of

Discovery Fiduciary Duty

Robins Kaplan LLP

Unintended Consequences: Don’t Forget the Litigation Risks When Getting a Deal Done

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Transactional attorneys play a key strategic role in drafting essential documents, such as corporate formations and contracts, on behalf of corporate clients. With a client’s current needs at the forefront—often accompanied...more

Morris James LLP

Spoliation of Email and Texts Leads to Adverse Inferences and Fee Shifting

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Gener8 LLC v. Castanon, 2022-0246-LWW (Del. Ch. Sept. 29, 2023) - This dispute concerned a non-compete agreement that the plaintiffs alleged the defendant breached by establishing a competing business. The defendant denied...more

EDRM - Electronic Discovery Reference Model

[Webinar] A Tech Lawyer and Information Scientist Walk Into a Bar; they Discuss ChatGPT, its Promise, Ethical Considerations and...

1. SUMMARY OF INSIGHTS SO FAR. A scientist and tech lawyer impressions of ChatGPT, with emphasis on how it may impact the law going forward. a. RL - "These are ALMOST the Droids we’ve been looking for!" (i) Impressed by...more

Butler Snow LLP

Why Exercise is Important to a Healthy Legal Diet: Texas’s Discovery Rule will not save a party owed a fiduciary duty if it does...

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In Texas, the Discovery Rule defers accrual of a cause of action, and thus delays the running of the statute of limitations, until a party knows or, if exercising reasonable diligence, should have known about the facts that...more

Winstead PC

The Texas Supreme Court Affirms A Summary Judgment For A Fiduciary Defendant Based On The Statute Of Limitations And The Duty To...

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The Court noted that a claim generally accrues when the defendant’s wrongful conduct causes the claimant to suffer a legal injury. Id. The Court also noted that the discovery rule can defer accrual of limitations...more

Freeman Law

Texas Law Update: Statute of Limitations, the Discovery Rule, and Fraudulent Concealment

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On January 13, 2023, the Texas Supreme Court issued its opinion in Marcus & Millichap Real Estate Investment Services of Nevada, Inc. v. Triex Texas Holdings, LLC, __ S.W.3d __, 2023 WL __ (Tex. Jan. 13, 2023) (per curiam)...more

Morris James LLP

Chancery Curtails Discovery in Appraisal Action Instituted as a Substitute for Books and Records Demand

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Wei v. Zoox, Inc, C.A. No. 2020-1036-KSJM (Del. Ch. Jan. 31, 2022) - Often, stockholders who suspect corporate wrongdoing in connection with M&A transactions demand to inspect the company’s books and records under Section...more

Morris James LLP

Chancery Finds Former Directors Bringing Wrongful Termination Claims Were Not Entitled to all Privileged Communications During...

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SerVaas v. Ford Smart Mobility LLC, C.A. No. 2020-0909-LWW (Del. Ch. Nov. 9, 2021) - With limited exceptions, directors normally have “unfettered” access to corporate information. This decision indicates, however, that the...more

A&O Shearman

Delaware Court Of Chancery Limits Discovery In Appraisal Proceeding To Materials Available In Books-And-Records Demand

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On January 31, 2022, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery partially granted a protective order brought by Zoox, Inc. (“respondent” or “Zoox”) limiting discovery requests by stockholders in a...more

Morris James LLP

Chancery Declines to Order Production of Privileged Document

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Drachman v. BioDelivery Sciences International, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021) - Drachman addresses the attorney-client privilege, certain exceptions thereto, including the Garner doctrine, and...more

Morris James LLP

Chancery Addresses Common Interest and Privilege Log Issues in Matter Involving Special Discovery Matter

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Buttonwood Tree Value Partner, L.P. v. R.L. Polk & Co., Inc., et al., C.A. No. 9250-VCG (Del Ch. Jul. 30, 2021) - With increasing frequency, the Court of Chancery is appointing Special Discovery Masters and Discovery...more

Goodwin

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. for Failing to Allege Demand Futility

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Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more

Goodwin

SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court

Goodwin on

SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more

Hinshaw & Culbertson - Lawyers for the...

Georgia Malpractice Judgment Reversed Because Trial Court Improperly Allowed Jury to View Complaint With Dismissed Claims

A Georgia appellate court held that plaintiff's nearly $6 million damage award was improper because the trial court permitted the jury to view a copy of the complaint which included allegations and claims that had been...more

Hinshaw & Culbertson - The LHD/ERISA Advisor

The LHD/ERISA Advisor – June 2021: Court Blocks Plaintiff's Attempt to Conduct Discovery Into Claim Review History of Medical...

In Adkins v. Life Insurance Company of North America, 2021 U.S. Dist. LEXIS 37847 (E.D. Wash., March 1, 2021), a Washington district court blocked a plaintiff’s attempt to conduct discovery into the claim review history of an...more

Morris James LLP

Chancery Holds That Management Does Not Have Unilateral Authority to Preclude a Director From Obtaining the Company’s Privileged...

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In Re WeWork Litig., Consol. C.A. No. 2020-0258-AGB (Del. Ch. Aug. 21, 2020) - In October 2019, The We Company’s (the “Company”) board of directors established a special committee (the “Special Committee”) to evaluate a...more

Morris James LLP

Chancery Denies Derivative Plaintiff’s Motion to Compel Work Product Prepared by Oracle’s Special Litigation Committee

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In re Oracle Corp. Derivative Litig., C.A. No. 2017-0337-SG (Del. Ch. July 9, 2020) - After investigating certain potential derivative claims arising out of Oracle Corporation’s acquisition of NetSuite, Inc., and after...more

Morrison & Foerster LLP

Chancery Allows Limited Discovery In Books And Records Action To Test Stockholder’s Purpose

On July 24, 2020, the Court of Chancery in Delaware rejected defendant Centene Corporation’s broad document requests and third-party subpoenas issued as part of a stockholder action to inspect books and records, but allowed...more

Rivkin Radler LLP

Employee Relations Law Journal – From the Courts

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North Carolina District Court Permits Plan’s Lawsuit Against Third Party Administrator to Continue A federal district court in North Carolina has ruled that a plan subject to the Employee Retirement Income Security Act of...more

Littler

Second Circuit Rules ERISA Plan Can Be Reformed Absent Any Mistakes, Fraud or Other Inequitable Conduct

Littler on

The Second Circuit recently considered for the first time whether the equitable remedy of reformation was available under the Employee Retirement Income Security Act (ERISA) where a court determined that the written terms of...more

Winstead PC

The Texas Legislature Has Limited Discovery Of A Defendant’s Net Worth For Exemplary Damage Claims

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Plaintiffs in civil litigation often seek punitive or exemplary damages. “Exemplary damages” means any damages awarded as a penalty or by way of punishment but not for compensatory purposes....more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Books and Records Litigation

Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more

Proskauer - Employee Benefits & Executive...

Best Practices in Administering Benefit Claims #5 – Establishing (and Following) a Good Claims Process

This week we discuss the importance of establishing good claims procedures and the benefits of following those procedures. A plan’s claims procedures should be spelled out clearly in both the plan document and the summary...more

Winstead PC

Texas Court Grants Mandamus Relief To Protect A Trustee’s Attorney-Client Communications From Being Disclosed To A Beneficiary

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In In re Alexander, a beneficiary filed suit against the trustee based on multiple allegations of breach of fiduciary duty, including an allegation that the trustee attempted to transfer the trustee position to successors in...more

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