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Cadwalader, Wickersham & Taft LLP New York, NY Document Search Results (54)

 

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HTMLChancery Court Provides Lessons on Conflicts of Interest in a Sales Process - Holds Only Financial Advisor Open to Liability
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
October 23, 2015, previously published on October 13, 2015
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. The Court, however, permitted a claim to proceed against Merrill...

 

HTMLFully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review of Merger
Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
October 16, 2015, previously published on October 5, 2015
In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the disinterested stockholders, the standard for reviewing the board’s conduct...

 

HTMLDelaware Court Leaves Ousted Executive on His Own for Legal Fees
Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
September 23, 2015, previously published on September 21, 2015
In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents and Delaware law entitled him to advancement. The opinion underscores the...

 

HTMLNew DOJ Policy Regarding Individual Accountability for Corporate Wrongdoing
Jodi L. Avergun, Raymond Banoun, Bret A. Campbell, Peter B. Clark, Adam S. Lurie; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
September 14, 2015, previously published on September 10, 2015
On September 9, 2015, the U.S. Department of Justice announced a new policy regarding individual accountability for corporate misconduct. The policy, described in a memo authored by Deputy Attorney General Sally Yates1, posits that “one of the most effective ways to combat corporate...

 

HTMLDelaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out and Undermining Special Committee Process
Richard M. Brand, Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
September 4, 2015, previously published on August 28, 2015
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for undermining and interfering with the special committee’s efforts to...

 

HTMLThe Second Circuit Denies Midland’s Request For Rehearing On Its Decision That Upended Longstanding Principles of Lending Law
Nathan Bull, Scott A. Cammarn; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
August 26, 2015, previously published on August 26, 2015
On August 12, 2015, the United States Court of Appeals for the Second Circuit denied Midland Funding, LLC and Midland Credit Management (collectively, “Midland”)’s petition for panel rehearing, or, in the alternative, rehearing en banc, of the Second Circuit’s recent...

 

HTMLPharmaceutical Manufacturer's Preemptive Suit Secures Preliminary First Amendment Protection for Script to Promote Off-Label Use
Aaron Buchman, Bret A. Campbell, Adam S. Lurie, Brian T. McGovern, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
August 19, 2015, previously published on August 17, 2015
On August 7, 2015, the U.S. District Court for the Southern District of New York invoked the First Amendment, granting Amarin Pharma, Inc. (Amarin) preliminary protection against federal criminal prosecution for misbranding and allowing Amarin to promote its drug, Vascepa, for off-label use through...

 

HTMLSDNY Transfers Delaware Trust Company v. Wilmington Trust N.A. Intercreditor Dispute to Delaware Bankruptcy Court, Reaffirming Broad View of Bankruptcy Jurisdiction
Thomas J. Curtin, Mark C. Ellenberg, Ellen Halstead, Howard R. Hawkins, Ivan Loncar; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
August 11, 2015, previously published on August 5, 2015
On July 23, 2015, in an action arising from the huge TCEH chapter 11 bankruptcy, Judge Paul A. Engelmayer of the U.S. District Court for the Southern District of New York issued an opinion in Delaware Trust Company v. Wilmington Trust N.A.[1] denying plaintiff’s motion to remand the case back...

 

HTMLIn Closely Watched Case, Federal Court Upholds the Government’s Position on Provider Mandate to Report and Return Medicare and Medicaid Overpayments in 60 Days
Jared Facher, Brian T. McGovern; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
August 11, 2015, previously published on August 6, 2015
The Patient Protection and Affordable Care Act (“PPACA”), signed into law on March 23, 2010, included a provision (the “Report and Refund Mandate”), broadly requiring health care providers, suppliers, Part D plans and managed care organizations that were overpaid by the...

 

HTMLIllinois Court Strikes Down Chicago Pension Reforms, Deepening City's Financial Crisis
Ingrid Bagby, Thomas J. Curtin, Mark C. Ellenberg, Daniel Gwen, Ellen Halstead; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
August 10, 2015, previously published on July 29, 2015
On July 24, 2015, Judge Rita M. Novak of the Circuit Court of Cook County, Illinois struck down recently enacted legislation designed to shore up two of the City of Chicago’s severely underfunded pension plans by, among other things, reducing benefits.1 Judge Novak viewed as controlling a...

 


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