Alison Frankel

A silver lining for banks in Delaware aiding-and-abetting opinion?

December 1, 2015

(Reuters) – There was good news and bad news for investment banks in Monday’s hotly anticipated Rural/Metro opinion from the Delaware Supreme Court. The bad: The state justices affirmed a $76 million judgment against RBC Capital Markets, finding that the bank manipulated Rural/Metro’s 2011 sale process in an attempt to win a lucrative financing deal from the ambulance company’s private equity acquirer. The decision marks the first time the Delaware justices have held a financial adviser liable to shareholders for aiding and abetting a corporate board’s breach of duty – certainly a scary prospect for banks.

On eve of MDL hearing, VW taps Sullivan & Cromwell, plaintiffs file yet more cases

November 30, 2015

When the Judicial Panel on Multidistrict Litigation hears arguments Thursday in New Orleans on whether to consolidate about 350 class actions against the automaker, VW will be represented by Sullivan & Cromwell, which will argue that securities cases against the automaker should be consolidated, as well as Herzfeld & Rubin, VW’s lead in class actions by clean diesel car owners, sellers and leasers.

Nobel laureate says British Airways class action expert botched economic test Nobelist devised

November 25, 2015

One of the most famous moments in Woody Allen’s cinematic oeuvre is in “Annie Hall,” when Allen and Diane Keaton are stuck in line for a movie in front of a Columbia professor pontificating on Marshall McLuhan’s theories. Allen tells the prof he doesn’t know what he’s talking about – and proves it by producing none other than Marshall McLuhan himself to discredit the prof’s proclamations.

Microsoft tax case highlights conflict concerns when U.S. hires private firms

November 24, 2015

(Reuters) – On Monday, U.S. District Judge Ricardo Martinez of Seattle ruled that Microsoft must comply with summonses issued by the Internal Revenue Service in the government’s seven-year investigation of the company’s cost-sharing agreements with affiliates in Puerto Rico and Asia. The decision, which Judge Martinez reiterated late Monday in a followup order responding to post-decision evidence submitted by Microsoft, seems to put an end to the company’s attempt to restrict the role of the IRS’s hired guns from Quinn Emanuel Urquhart & Sullivan.

Serial class action objector smacked with serious sanctions

November 23, 2015

(Reuters) – Pro tip for class action objectors hoping to extract six-figure payoffs in exchange for dropping protests to big-ticket settlements: Make sure you are actually a member of the class whose settlement you are trying to hold up.

The case for openness in MetLife’s too-big-to-fail challenge

November 20, 2015

(Reuters) – The insurance conglomerate MetLife doesn’t agree on much with the Financial Stability Oversight Council. The FSOC, in MetLife’s view, made a grievous mistake when it dubbed the company (in the infelicitous lingo of financial reform) a “nonbank systemically important financial institution” that needs extra oversight from the Federal Reserve’s Board of Governors, lest its financial distress bring down the entire U.S. economy.

New fantasy sports suit accuses Visa, MasterCard of racketeering

November 19, 2015

(Reuters) – A newly filed class action claims that FanDuel and DraftKings could not have become billion-dollar businesses had it not been for the help of the credit card industry, which enabled players to enter online fantasy sports contests. The suit, filed in Manhattan federal court on behalf of FanDuel and DraftKings players nationwide, accuses, Visa, MasterCard, American Express and other defendants of participating in a racketeering scheme to facilitate illegal gambling operations.

If past is prelude, SCOTUS will just tinker in this term’s class action cases

November 18, 2015

(Reuters) – To celebrate the 10th anniversary of Chief Justice John Roberts’ inauguration, the Akron Law Review has published a collection of papers on the impact of the Roberts Court’s decisions on class actions. The articles, a mix of studies by law professors and class action practitioners, were all written before the U.S. Supreme Court heard arguments this fall in a trio of cases posing some fundamental questions about class actions, such as whether Congress can legislate constitutional standing and whether classes can be certified if they contain members who have not been injured.

How corporations can game their own forum selection clauses

November 17, 2015

(Reuters) – I wouldn’t ordinarily cover Utah state-court shareholder litigation over a $115 million deal but I’m worried about the implications of a forum selection dispute fomented by FX Energy, an oil and gas exploration company that announced its sale to Orlen Upstream last month.

After Chancery crackdown on M&A settlements, shareholder filings drop off

November 16, 2015

(Reuters) – Class action lawyers can’t stay in business unless they earn contingency fees from settling cases. That’s just a plain economic truth. And based on new data compiled by the indefatigable folks at The Chancery Daily, it has not taken long at all for shareholder lawyers to respond like the rational economic actors they are to the new reality of M&A litigation in Delaware.