Corporate Representation

Law.com |News

Facebook Investors Ask Court for Access to Ad Revenue and Execs' Pay Records

Tom McParland | March 25, 2019

The books-and-records suit, filed March 22 by the Southeastern Pennsylvania Transportation Authority and Boston Retirement System, cited a steep decline in Facebook's market value after the company said last July that it expected to see a slowdown in revenue growth.
Delaware Business Court Insider |News

Facebook Investors Ask Delaware Court for Access to Ad Revenue, Executive Pay Records

Tom McParland | March 25, 2019

The books-and-records suit, filed March 22 by the Southeastern Pennsylvania Transportation Authority and Boston Retirement System, cited a steep decline in Facebook's market value after the company said last July that it expected to see a slowdown in revenue growth.
The Legal Intelligencer |Commentary

Is That Decision-Maker an Expert or an Arbitrator?

Abraham J. Gafni | March 21, 2019

In commercial transactions, parties often seek to resolve a disagreement by designating an expert who will decide a particular issue based upon that individual's expertise.
Corporate Counsel |Expert Opinion

Pre-IPO Compliance Advice for Lyft, Slack, Airbnb and Levi's

Ryan McConnell and Stephanie Bustamante | March 21, 2019

As avid users of these services and products, we want these companies to succeed. In the last couple of years, we've been involved with over a half dozen tech company acquisitions and building up their compliance programs.
The Recorder |Expert Opinion

Private Equity and Impact Investing: Rethinking Exit Opportunities

Alex Purtill and Cristina Passoni | March 20, 2019

Private equity, with its appetite for risk and ability to quickly access industry expertise, represents an increasingly promising source of capital for socially conscious and environmentally sustainable enterprises.
Delaware Business Court Insider |News

Bouchard Tosses Suit Claiming Ex-CEO Pushed Tech Firm's Sale to Fund Retirement

Tom McParland | March 20, 2019

Chancellor Andre G. Bouchard said Wednesday that there were "no concrete facts" to support claims that Charles K. Narang, the former CEO of Virginia-based NCI Inc., had orchestrated the 2017 sale to a private equity fund as a way to liquidate his holdings in the firm.
Litigation Daily |News

Shout-Out: $26M Win for Clare Locke in Defamation Suit

Jenna Greene | March 19, 2019

Husband and wife litigators Tom Clare and Libby Locke—founders of Kirkland & Ellis spin-off boutique Clare Locke—led a team in winning a $26 million defamation verdict against Puma Biotechnology and its CEO.
New York Law Journal |News

SEC Allowed to Pursue Fraud Claims Against Rio Tinto, Former Executives

Tom McParland | March 18, 2019

A federal judge in Manhattan has allowed the U.S. Securities and Exchange Commission to proceed with a lawsuit accusing the multinational mining firm Rio Tinto and two former executives of fraud in connection with its failed investment in a Mozambique coal project.
The Legal Intelligencer |Commentary

Preservation: You Can't Produce What You Don't Have

Patrick Kennedy | March 15, 2019

The process of litigation actually begins well before a suit is ever filed. That's why it is so important to understand the rules of preservation as a part of the larger e-discovery picture.
Delaware Business Court Insider |Commentary

Chancery Applies Flexible Approach to 'Line of Business' Test in Corporate Opportunities

Barry M. Klayman and Mark E. Felger | March 13, 2019

Central to this post-trial opinion is his discussion regarding the contours of the “line of business” test and the need to apply the concept flexibly and sensibly when determining whether a corporation has an interest in a line of business.
New Jersey Law Journal |News

Bristol-Myers' $74B Deal to Buy Celgene Prompts Investor Suit

Tom McParland | March 13, 2019

According to the complaint, Celgene and its directors held the deal out as a premium to its stockholders, despite allegedly rejecting a previous offer from Bristol-Myers with an aggregate value of $110 per share.
The American Lawyer |News

Mintz Bulks Up High-Growth Corporate Practice With Boston Duo

Scott Flaherty | March 12, 2019

As Boston's tech transactions scene stays hot, Ed Pease and Larry Naughton are bringing their practices to Mintz from Wilmer and Choate, respectively.
The Legal Intelligencer |

Understanding Private Placement Memoranda and When to Use Them

Maxwell Briskman Stanfield | March 12, 2019

Raising capital for a business can be a challenge. Business owners often look to debt or equity financing in order to raise capital to fund the desired venture.
Delaware Business Court Insider |News

Investor Sues Over Bristol-Myers' $74B Deal to Buy Cancer Drug Maker

Tom McParland | March 12, 2019

According to the complaint, Celgene and its directors held the deal out as a premium to its stockholders, despite allegedly rejecting a previous offer from Bristol-Myers with an aggregate value of $110 per share.
Daily Business Review |Commentary

FBI's New Miami International Corruption Squad Sends Clear Message to S. Fla. Businesses

Angela Crawford and Elan Gershoni | March 11, 2019

The FBI's International Corruption Unit's mission is to investigate foreign corruption, including suspected violations of the Foreign Corrupt Practices Act — the U.S. law prohibiting bribery of foreign government officials.
Corporate Counsel |

Legal Operations: Why It Matters and How to Optimize Its Impact

Nathan Wenzel | March 11, 2019

Legal operations managers help legal departments get the most out of their budgets, vendors and technology. They optimize the larger legal supply chain matching up a portfolio of supply (e.g., law firms, alternative service providers, consultants and in-house teams) to the company's portfolio of legal needs to meet strategic business objectives.
Legaltech News |

Why Legal Operations Matters and How to Optimize Its Impact

Nathan Wenzel, SimpleLegal | March 11, 2019

Legal operations managers optimize the larger legal supply chain matching up a portfolio of supply to the company's portfolio of legal needs to meet strategic business objectives.
New York Law Journal |News

Legal Malpractice Suit Against Lowenstein Sandler Tossed by Appeals Court, Which Called It 'Speculative'

Jason Grant | March 07, 2019

A former pharmaceuticals company officer had sued Lowenstein Sandler, claiming the firm failed to give him important tax advice about potential tax consequences tied to exercising company stock options as he departed the company.
Delaware Business Court Insider |News

CBS Investor Sues for Access to Report, Docs Related to Moonves Ouster

Tom McParland | March 07, 2019

The lawsuit, filed Wednesday in Delaware Chancery Court, alleged it was "common knowledge" among board members that Moonves had committed repeated acts of sexual misconduct "before and throughout" his tenure as chief executive.
New Jersey Law Journal |Analysis

Owner Participation in Tortious Conduct of LLC: The Potential for Individual Liability

Thomas N. Gamarello | March 07, 2019

This is one participation trophy you do not want.
Delaware Business Court Insider |News

Schnatter, Papa John's Settle Del. Lawsuit Over Control of Pizza Chain

Tom McParland | March 06, 2019

The agreement, filed this week with the U.S. Securities and Exchange Commission, also requires Papa John's to sever a voting agreement with an activist investor and scrap a provision of its poison pill that prevented stockholders from opposing certain board actions.
Delaware Business Court Insider |Commentary

Del. Courts Highlight Risk of 'Void' Provisions in Alternative Entity Agreements

Nathaniel J. Stuhlmiller | March 06, 2019

These decisions highlight the powerful effect, and potentially unintended consequences, of using a “void” provision in the governing documents of Delaware alternative entities.
Delaware Business Court Insider |Commentary

Chancery Denies Books-and-Records Inspection Due to Lack of 'Credible Suspicion'

Lewis H. Lazarus | March 06, 2019

Stockholders who seek to inspect the books and records of a Delaware corporation to investigate mismanagement merely have to demonstrate a “credible suspicion” that officers or directors have breached their fiduciary duties.
Delaware Business Court Insider |News

Investors Sue Over Alleged Adviser Conflicts in $218M Tesla Acquisition

Tom McParland | March 05, 2019

The class-action complaint, filed by Maxwell investor Davis Rodden, targeted the company's board and sought additional discloses about Barclays Capital Inc.'s current and prior engagements outside of the all-stock deal, which was announced last month.
The Legal Intelligencer |

Pa. Supreme Court Tackles Attorney-Client Privilege Issues in Derivative Cases

Edward S. Robson | March 05, 2019

This column previously analyzed the Commonwealth Court's decision in Pittsburgh History and Landmarks Foundation, and its potential impact on the attorney-client privilege in derivative litigation. The Pennsylvania Supreme Court subsequently granted petitions for allowance of appeal in the case.
Corporate Counsel |Commentary

Block to the Future II: Finance, Transformed

Stephen J. Obie and Harriet Territt | March 04, 2019

Financial institutions were among the first wave of commercial businesses to explore how blockchain technology can be applied to different aspects of financial markets, including syndicated lending, payment systems, and administration of capital markets.
Delaware Business Court Insider |News

New Schnatter Complaint Takes Aim at Papa John's Poison Pill

Tom McParland | February 28, 2019

In a court filing made public earlier this week, Papa Johns founder John Schnatter said the plan prevented him from talking to other stockholders regarding "critical corporate matters," including a scheduled vote on the board's slate of nominees at the company's annual meeting in April.
The Legal Intelligencer |Commentary

US Supreme Court to Rule on Securities Exchange Act Split Involving Third Circuit

Robert L. Hickok, Jay A. Dubow and Erica Hall Dressler | February 28, 2019

On Jan. 4, 2019, the U.S. Supreme Court granted certiorari in the matter, Emulex v. Varjabedian. A ruling by the Supreme Court will likely resolve a circuit split regarding the pleading standard for claims brought under Section 14(e) of the Securities Exchange Act of 1934 that was created by the U.S. Court of Appeals for the Ninth Circuit's decision in April 2018.
Delaware Business Court Insider |

Expert or Arbitrator—Who Decides? Chancery Court Clarifies Issue in 'Ray Beyond'

Richard L. Renck | February 27, 2019

The Delaware courts have been asked several times in the last few years to interpret contracting parties' intent when they have relegated certain disputes to “an expert, not an arbitrator” as a form of alternative dispute resolution.
The Legal Intelligencer |Commentary

When Representing Entrepreneurs, Last Day Housekeeping Starts on Day One

Aaron Polak | February 25, 2019

I typically start thinking about my last day representing entrepreneurial clients on the first day I am retained. Although this sounds a bit cynical, bear with me, as some of this is due to the nature of my practice.
Corporate Counsel |Expert Opinion

Three Steps to Smarter Resource Decisions in 2019

Jodie Baker | February 25, 2019

“Do more with less” remains a key directive for in-house legal departments, nearly half of whom —47.3 percent, to be exact—have seen their budgets stagnate or decrease, according to the latest Altman Weil Chief Legal Officer Survey.
Delaware Business Court Insider |News

New Chancery Court Suit Targets Dell Over Stock Conversion Plan

Tom McParland | February 21, 2019

The suit is the latest challenge to the transaction, which converted shares tied to Dell's interest in a valuable computer visualization firm into shares that tracked the business as a whole.
Delaware Business Court Insider |News

Investment Fund Led by Ex-Panera Bread CEO in Row Over Chain's Noncompete Agreements

Tom McParland | February 21, 2019

Act III Management said St. Louis, Missouri-based Panera was improperly seeking noncompetition agreements with three Panera employees, in a hiring dispute that exposed the tensions between Panera and the man that oversaw much of the company's growth.
Delaware Business Court Insider |Commentary

Del. Supreme Court Finds Emails May Be Subject to Production in Books-and-Records Actions

Albert H. Manwaring IV | February 20, 2019

Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and records of a corporation, provided that the demand for inspection meets certain form and manner requirements, and the inspection is sought for a proper purpose—e.g., one reasonably related to the interests of stockholders.
Delaware Business Court Insider |Commentary

Master in Chancery Finds an Enforceable Equitable Mortgage Despite Defects in Execution

Barry M. Klayman and Mark E. Felger | February 20, 2019

In a recent case, Master in Chancery Patricia W. Griffin recommended that the Court of Chancery grant a creditor's motion for summary judgment and order the entry of personal and in rem judgments against its debtors based on a finding that the undisputed facts gave rise to an enforceable equitable mortgage.
Delaware Business Court Insider |News

Del. Supreme Court Upholds Dismissal in AbbVie Inversion Case

Tom McParland | February 19, 2019

A three-judge panel of the high court Monday upheld, by order, a Chancery Court decision from July that dismissed the suit on demand futility grounds, finding that the directors did not face a substantial risk of liability for their role in scuttling the $55 million deal.
Corporate Counsel |Expert Opinion

Risk Management Strategy: Top Tips for In-House Counsel

Dan Sanders | February 19, 2019

Companies strive to protect their tomorrow in a global context that evolves constantly and rapidly. And they must do so in highly competitive and complex markets, each with a unique political, economic, legal and regulatory framework. Change is constant. Risk is constant. But opportunity also is constant.
Corporate Counsel |

The CLO's 'Purposeful' Conversation With the Board

Michael W. Peregrine | February 13, 2019

Board members should be briefed on Larry Fink's latest perspectives on corporate purpose, social responsibility and governance, and the chief legal officer (CLO) is the logical corporate officer to conduct that briefing.
Delaware Business Court Insider |Commentary

Will 'Salzberg' Curtail Arbitration Provisions in Corporate Charters and Bylaws?

James L. Hallowell and Mark H. Mixon Jr. | February 13, 2019

The Court of Chancery's holding in Salzberg offers what might seem to be a cautious interpretation of the reach of Delaware corporate law.
Daily Business Review |News

3 Pillsbury Attorneys With Latin America Expertise Jump to Holland & Knight in New York

Dylan Jackson | February 08, 2019

Attorneys Peter Baumgaertner, Daniel Brown and Frank Vivero have made the move to Holland & Knight, which focuses heavily on Latin America work.
Corporate Counsel |Expert Opinion

General Counsel Must Perform Five Roles in the Digital Business Era

Abbott Martin | February 08, 2019

Historically, the general counsel had a clear mandate: Offer legal opinion on corporate strategy, provide transactional legal support, and manage corporate filings and board minutes. Success was defined by the provision of legal services to the company, while keeping costs down.
The Legal Intelligencer |Commentary

Notable Securities Class Action Rulings From the Third Circuit in 2018

John P. Quinn and Adam Bronstein | February 07, 2019

In three opinions issued in 2018, the U.S. Court of Appeals for the Third Circuit clarified several pleading requirements for putative class action securities complaints.
Corporate Counsel |Expert Opinion

Street Lawyering at Your Company—It's Really Not a Bad Idea

Mike Evers | February 06, 2019

Wills, divorces, consumer credit problems, landlord disputes and traffic violations all have two things in common. One, handling such matters is firmly outside your job description. Two, if you are in-house with a large company, your rank and file co-workers in the field are dealing with personal legal issues such as these all the time.
Daily Business Review |Commentary

What Partners Need to Know to Protect Themselves Under the New IRS Partnership Audit Procedures

Alyssa Razook Wan | February 06, 2019

The procedures by which the Internal Revenue Service (IRS) will audit partnership returns have been thoroughly overhauled, and these changes have important substantive consequences to partners.
Delaware Business Court Insider |Commentary

Court of Chancery Reaffirms Directors' Broad Books-and-Records Inspection Rights

James H. S. Levine and Douglas D. Herrmann | February 06, 2019

Section 220(d) of the Delaware General Corporation Law permits a director to inspect a company's books and records for purposes reasonably related to the director's position as a director.
Daily Business Review |News

Sheltair Aviation Borrows $640 Million With Help From Fort Lauderdale Attorneys

Lidia Dinkova | February 04, 2019

Sheltair Aviation Services provides fixed-base operations, leases office space and provides other services to the private aviation industry, including charter flights.
The Legal Intelligencer |Commentary

Demystifying Phantom Stock: How It Works and the Best Way to Structure a Plan

Maxwell Briskman Stanfield | February 04, 2019

Despite the ghostly name, phantom stock is not quite as mysterious as it sounds. In essence, phantom stock is a deferred compensation plan that gives an employee a stake in a company's success without conferring an actual ownership interest in the company.
The Legal Intelligencer |Commentary

E-Discovery's Evolution: Critical Implications for Law Firms, Providers

Kyle Campbell | February 01, 2019

In 2006, Wired magazine published an article about the advent of the e-discovery industry. In it, the author notes that many e-discovery vendors at the time provided very similar services—harvesting electronically-stored information (ESI), electronically de-duplicating the data, then posting it for attorney review in, what was then, a select number of web-accessible document review platforms
Delaware Business Court Insider |News

Plaintiffs Get Second Chance in Derivative Case Stemming From California Oil Spill

Tom McParland | February 01, 2019

Vice Chancellor Tamika Montgomery-Reeves ruled Thursday that the complaint from investor Inter-Marketing Group USA failed to establish demand futility by alleging that a majority of the Plains board likely faced personal liability in connection with the spill.
Delaware Law Weekly |News

Del. Chancery Court Gives Plaintiffs Second Chance in Derivative Case Stemming From Oil Spill

Tom McParland | February 01, 2019

Vice Chancellor Tamika Montgomery-Reeves ruled Thursday that the complaint from investor Inter-Marketing Group USA failed to establish demand futility by alleging that a majority of the Plains board likely faced personal liability in connection with the spill.
Corporate Counsel |Expert Opinion

FCPA Corporate Enforcement Slowdown in the Current Administration? What Slowdown?

Matt Queler and Michael Won | February 01, 2019

The tea-leaf readers and wishful thinkers have been predicting an FCPA corporate enforcement slowdown for years. Prior to 2015, sentiment was, in effect, that FCPA enforcement had enjoyed a long run, but all “good” things must come to an end.
Delaware Business Court Insider |Commentary

Equitable Defenses Fall Within Narrow Scope of Section 225 Actions and Must Be Considered

Justin T. Kelton | January 30, 2019

The Delaware Court of Chancery in Brown v. Kellar, recently issued a decision clarifying the scope of actions under 8 Del. C. Section 225, which provides a procedure to determine issues that pertain to actions to elect or remove a director or officer.
Delaware Business Court Insider |News

Palantir Must Turn Over Director Emails in Fight With Early Investor, Del. Supreme Court Rules

Tom McParland | January 29, 2019

In a 49-page opinion for a unanimous court, Chief Justice Leo E. Strine said that Palantir, which specializes in big data analytics, had a history of not observing corporate formalities and conducted most of its board-level business electronically, making the emails necessary to satisfy KT4's demand.
Delaware Business Court Insider |News

Ford Investor Sues for Access to Records on Employee Harassment Allegations

Tom McParland | January 29, 2019

The books-and-records suit, filed Monday afternoon in Delaware Chancery Court, alleged that Ford and its directors had failed to provide information related to allegations from Ford employees, which resulted in two multimillion settlements, including a $10.1 million payout in 2017 to resolve claims by women and black employees at its two Chicago plants.
The Legal Intelligencer |Commentary

Legal Holds—Implementation and Oversight Are Key to Preserving Information

Matthew J. Hamilton and Donna L. Fisher | January 28, 2019

The implementation and oversight of a legal hold are crucial to preserve relevant information and avoid sanctions. Not only must counsel determine the appropriate scope of reasonable preservation of relevant evidence as tempered by proportionality to the needs of each case, they must effectively communicate that obligation and monitor their client's compliance.
Corporate Counsel |Expert Opinion

How to Start Smart and Maximize Value From Internal Investigations

Mary Hansen and Stephen G. Stroup | January 25, 2019

The decision to conduct an internal investigation is frequently driven by an unexpected event that imposes risk to a company. A shareholder composes a demand letter alleging breaches of fiduciary duty by the board of directors.
Daily Report Online |News

ATL's ExpressJet Airlines Picks Up Virgin America's GC

Phillip Bantz | January 25, 2019

John Varley will serve as the Atlanta-based airline's senior vice president-chief administrative officer and general counsel. Varley, who had been Virgin America's GC since 2010, began his in-house career in the airline industry as vice president and deputy general counsel for Delta Air Lines Inc.
Corporate Counsel |News

Virgin America's Former GC Lands at ExpressJet Airlines

Phillip Bantz | January 25, 2019

John Varley will serve as the Atlanta-based airline's senior vice president-chief administrative officer and general counsel. Varley, who had been Virgin America's GC since 2010, began his in-house career in the airline industry as vice president and deputy general counsel for Delta Air Lines Inc.
Corporate Counsel |Expert Opinion

Top Ten Tips When Facing a Congressional Investigation

April Doss and Jeff Robbins | January 23, 2019

Although committee assignments in the House and Senate were just announced on Jan. 3, the chairs and ranking members of each committee have been engaged in planning for some time—in some cases, for months—regarding the types of issues they plan to take on, and in what order.
Delaware Business Court Insider |Commentary

Court Rejects Use of the Implied Covenant of Good Faith and Fair Dealing to Preserve LLC Members' Exit Sale Rights

K. Tyler O'Connell | January 23, 2019

The implied covenant of good faith and fair dealing inheres in all contracts governed by Delaware law. In some circumstances, the implied covenant may apply to fill “gaps” in an agreement consistent with the parties' reasonable expectations at the time of contracting.
Delaware Business Court Insider |News

Chancery Court Approves $11M Settlement in Zynga Insider Trading Suit

Tom McParland | January 22, 2019

Chancellor Andre G. Bouchard on Jan. 18 approved the agreement, under which Zynga's insurers will pay the San Francisco-based firm $12 million on behalf of the defendants.
Corporate Counsel |Expert Opinion

Top Five New Year Resolutions for Sports Compliance

Edward Hanover | January 22, 2019

For sports organizations, compliance is low-hanging fruit. The new year offers an opportunity to better understand your organization and introduce program enhancements that can ensure program effectiveness.
Daily Business Review |News

Court Overturns Forced Sale of West Palm's Oxbow Carbon

Tom McParland | January 17, 2019

Palm Beach billionaire William I. Koch no longer faces a court order to sell his $2.5 billion energy company at the urging of two private equity stakeholders.

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