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The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but ordered that the surviving corporation in a merger was required to pay the merger consideration to the dissenting stockholder when the statutory appraisal period expired. 

Plaintiffs Ram and Neena Mehta (“Plaintiffs”) owned shares of Smurfit-Stone Container Corporation, which had declared bankruptcy in 2009 and, post-bankruptcy, merged with Rock-Tenn Company in 2011. Plaintiffs made a timely demand for appraisal after the merger announcement but never perfected their statutory rights. In fact, Plaintiffs withdrew their appraisal demand roughly a year after making it, and no other stockholder filed an appraisal petition. Rock-Tenn, however, refused to pay the merger consideration to Plaintiffs unless Plaintiffs agreed to broad settlement terms.…
Continue Reading Delaware Chancery Requires Payment of Merger Consideration to Dissenting Stockholder After Expiration of Appraisal Period

The Delaware Court of Chancery recently held that, for purposes of responding to a non-party subpoena, documents held by the foreign affiliate of a US corporation were not within the US corporation’s “possession, custody, or control” and therefore were not required to be produced. 

Theravectys SA had a contract with Henogen SA, a Belgium-based manufacturer of biomolecules. Theravectys sued Immune Design Corporation on the theory that Immune Design Corporation induced Henogen to breach its contract with Theravectys and/or that Immune Design Corporation misused Theravectys’s confidential and proprietary information. Theravectys then served non-party Novasep Inc., a Pennsylvania-based corporate affiliate of Henogen, with various discovery requests.…
Continue Reading Delaware Chancery Clarifies Discovery Obligations of Domestic Affiliate of Foreign Company

The Delaware Court of Chancery recently found that a shareholder’s demand for books and records was time-barred, as the alleged basis for a derivative action occurred nearly seven years ago and thus was well beyond any statute of limitations. In 2008, plaintiffs brought a federal securities class action against Monster Beverage Corporation based on alleged …

A registered investment adviser and its principal recently sued the Securities and Exchange Commission for declaratory and injunctive relief to stave off an imminent administrative enforcement action, alleging that the tenure and removal provisions governing SEC administrative law judges (ALJs) violate Article II of the US Constitution.…
Continue Reading Investment Adviser Challenges Constitutionality of SEC Administrative Proceedings

The United States Court of Appeals for the Eighth Circuit recently held that whistleblowers may satisfy the False Claims Act’s (FCA) heightened pleading standards without providing representative examples of false claims, such as invoices, as long as they provide other indicia of their reliability, such as personal knowledge of allegedly fraudulent practices. Planned Parenthood of …

F-Squared Investments, Inc. (F-Squared), a registered investment manager that provides portfolios of exchange-traded funds (ETFs), recently disclosed that it received a Wells notice from the Securities and Exchange Commission recommending enforcement action over the performance claims of certain fund indexes. According to F-Squared’s most recent Form ADV, the SEC investigation covered the performance record of …