In the middle of a status conference Friday, Delaware Chancellor Andre Bouchard asked a blunt question of Theodore Mirvis of Wachtell, Lipton, Rosen & Katz. Mirvis represents Allergan, the pharmaceutical company fending off a unique tag-team hostile bid by the Canadian drugmaker Valeant and the hedge fund Pershing Square. In late August, Pershing notified Allergan that it had amassed the requisite shareholder support to call for a special meeting to oust the company’s directors, despite the onerous consent procedures Allergan had adopted in a bylaw enacted earlier this year. On the same day, Pershing and Valeant sued Allergan in Delaware Chancery Court to force the company to schedule the special meeting.
We know the U.S. government believes that it has such significant national security interests at stake in a libel suit by the Greek shipping magnate Victor Restis against the non-profit United Against Nuclear Iran that on Friday, the Justice Department invoked the state secrets privilege and asked for Restis’ suit to be dismissed. What we don’t know is why.
In July, the Delaware Supreme Court gave shareholders a fancy new driving wedge to use against corporate boards. The justices ruled in Wal-Mart v. Indiana Electrical Workers that under Delaware’s books-and-records law, investors are entitled to see more than just bare-bones board materials and accounting information when they’re investigating whether directors breached their duty. Even officer-level documents that the board didn’t see – and even some privileged communications – are fair game for shareholders evaluating the board’s conduct in anticipation of a possible derivative suit against directors.
The prolific class action firm Robbins Geller Rudman & Dowd had to know that the taint of a decision last month by a trial judge in Chicago federal court – who sanctioned the firm under Rule 11 and ordered it to pay Boeing’s legal fees and costs for defending an unjustified securities class action – was going to be hard to erase. But on the evidence of a letter the firm filed Wednesday in a securities class action against JPMorgan Chase in Manhattan federal court, Robbins Geller seems determined to stop the stain from spreading.
When my whip-smart Reuters colleague Dan Levine noticed Tuesday that George Riley and several other lawyers from O’Melveny & Myers had entered appearances as defense counsel for Samsung in its month-old dispute with Microsoft over allegedly unpaid patent royalties, my immediate thought was that O’Melveny’s new assignment was another sign of the waning tensions between Apple and the South Korean electronics company.
Chancellor Andre Bouchard of Delaware Chancery Court struck a double blow Monday for corporations that want to restrict shareholder litigation to a single jurisdiction. In a decision upholding the validity of a bylaw requiring shareholders of First Citizens Bancshares to sue board members only in North Carolina, Bouchard ruled that Delaware corporations can designate venues other than Delaware as the exclusive forum for shareholder claims – an issue of first impression in Chancery Court. But that wasn’t all. Bouchard also rejected shareholder arguments that First Citizens’ forum selection clause can’t be enforced because it was enacted on the same day that the North Carolina bank announced its $676 million acquisition of a related First Citizens entity in South Carolina.
It must have been a lot of fun for the lawyers at King & Spalding to write the first couple of sentences in a new amicus brief at the U.S. Supreme Court, supporting BP’s petition for review of two rulings by the 5th U.S. Circuit Court of Appeals. King & Spalding’s client is the British government, which, like BP, believes that the 5th Circuit was wrong to uphold the oil company’s 2012 class action settlement because the deal supposedly permits recoveries even to businesses with no injuries attributable to the 2010 Deepwater Horizon oil spill. By now, that’s a well-worn argument, after BP’s two ultimately unsuccessful appeals at the 5th Circuit and its failed request for an emergency stay from the Supreme Court. But when you represent the Queen of England’s government, here’s how you get to introduce yourself:
Daniel Brockett of Quinn Emanuel Urquhart & Sullivan knows as well as anyone what happened last year in the litigation over an alleged conspiracy to manipulate the London Interbank Offered Rate. You remember: In a true shocker of a decision, U.S. District Judge Naomi Reice Buchwald, who is presiding over Libor litigation consolidated in federal court in Manhattan, ruled that the alleged Libor rate-rigging didn’t give investors a cause of action for antitrust violations because the supposed conspiracy among Libor panel banks was not anticompetitive. For Brockett, who had been advising clients to bring Libor suits under securities and contract law, Buchwald’s ruling was an opportunity to push his alternative theory of how to recover for Libor manipulation.
When hackers from Eastern Europe stole financial information from more than 100 million Target customers last fall, the data breach caused a huge headache for banks that issued the compromised credit and debit cards. In the midst of the holiday shopping season, card issuers had to notify clients about the breach, cancel accounts that had been hacked, reissue cards and reimburse customers for fraudulent transactions. The issuing banks have estimated that each card they replaced cost them between $15 and $50. In all, they have alleged in a class-action complaint against Target, their damages from the data breach fiasco may add up to more than $18 billion.
I’ve spent the past two days in a federal courtroom in downtown Brooklyn, listening to the former head of Israel’s Palestinian Affairs Department, Arieh Spitzen, make a convincing case that Jordan’s Arab Bank processed tens of millions of dollars to Hamas leaders and Hamas-controlled organizations during the second Palestinian Intifada, when Hamas was engaged in a campaign of bombings that killed more than 600 Israeli and foreign civilians. Spitzen was the final witness for nearly 300 American victims of Hamas terrorism operations between 2000 and 2004, and his expert testimony weaved together the strands of their case into a neat bundle. According to Spitzen, Arab Bank transferred more than $4 million into accounts held by 18 prominent and publicly known Hamas officials; processed more than $32 million from Hamas’ worldwide fundraising operations to Hamas-controlled groups fronted by charities; and facilitated another $35 million in payments to Palestinians injured or imprisoned in the Intifada or to families of those who died in the uprising.