Corporate Accountability Report Index-Summary

MAGAZINES

See MEDIA

MARYLAND

– Attorney fees, internal investigation did not entitle trustee to advancement (Md.), 414
– “Delaware carve-out” for SLUSA does not apply to Maryland law violations, class did not purchase or sell during class period (W.D. Tenn.), 1264

MASSACHUSETTS

– Stock option backdating, Del. presuit demand futility not shown, derivative suit dismissed (Mass.), 508

MEDIA

– Belo Corp. newspaper circulation practices and stock decrease, causal link not shown, class certification denied (5th Cir.), 1036
– “Honest services” fraud, Hollinger Intl., finding of harm to party to whom services owed required or not (U.S., rev grant), 637
– Lead plaintiff acting for client investment funds removed in IMAX case (S.D.N.Y.), 924

MEETINGS

See CONFERENCES AND MEETINGS

MERGERS AND ACQUISITIONS

– Acquired contingencies, FASB issues guidance, 448
– Asset purchase agreement breach, seller James Cable cannot hold buyer's controlling company liable (Del. Ch.), 794
– Attorneys' fees

– – Failure to prosecute, court refuses to dismiss but awards fees and costs (Del. Ch.), 609
– – Indemnification claim for breach of merger contract reinstated (Del.), 381
– – Presumption that client's actions caused price increase rebutted, fees denied (Del. Ch.), 473

– Bank of America merger with Merrill Lynch, court names pension funds as class leads (S.D.N.Y.), 891
– “Blank check vehicle” set up to complete merger must hold annual meeting (Del. Ch.), 608
– Broken deal, class allegations of misrepresentations and omissions about contract issues lack evidence of scienter (D. Conn.), 385
– Business judgment rule protects Wachovia in hasty merger with Wells Fargo (N.C. Super. Ct.), 13
– Car dealership, buyer claims fraudulent financials led to inflated price, election of remedies (D. Or.), 1042
– “Collective scienter” theory disfavored in Ninth Circuit, disclosure practices may change, 136
– Del. corporation law cases, 2008 review, 22; first quarter 2009, 451; second quarter 2009, 842; third quarter 2009, 1087
– Derivative litigation

– – Financial restatements after merger, sale of stock at inflated price does not show scienter without history of trades (N.D. Cal.), 705
– – Presuit demand, anonymous brief demand about second merger offer lacked particularity, was inadequate (Tex.), 736
– – Stock option backdating, standing fails after Biomet merger (Ind. Ct. App.), 265

– Director liability for sale price, Revlon duties met unless failed to even attempt to get best price (Del.), 406
– Discovery request in class action for post-merger financial documents meets relevance test (Del. Ch.), 503
– Executive compensation, change-in-control benefits, more companies are eliminating or reducing, survey says, 1178
– Fiduciary duty

– – Affiliated Computer Services going-private deal fails, presuit demand not excused (Del. Ch.), 262
– – Deal protection measures, claim Data Domain director breached duty, injunction hearing set (Del. Ch.), 856
– – Entire fairness standard applies when procedures to protect minority shareholders were insufficient (Del. Ch.), 1260
– – Holding company may sue former CEO for fraud and breach claims involving subsidiary asset purchase agreement (Del. Ch.), 1096
– – Minority shareholder suit, removal and dismissal proper but remaining claims should be remanded (9th Cir.), 1262
– – Negotiated buyout option, complying with terms not breach (Del. Ch.), 50
– – Sale price liability, Revlon duties met unless failed to even attempt to get best price (Del.), 406
– – SLUSA's “Del. carve-out” requires remand to state court (D. Mass.), 9
– – Stietel Labs. did not disclose pending merger in stock buy-back plan (S.D. Fla.), 892
– – Stock redemption before merger, claims dismissed because issue governed by contract (Del. Ch.), 609
– – Trados Inc., disparate treatment of share classes in sale, claims survive dismissal (Del. Ch.), 1031
– – Wrigley-Mars merger class action, court finds settlement fair (Del. Ch.), 203

– “Group” members without beneficial interest in stock fail to trigger Schedule 13D filing (11th Cir.), 42
– Hostile raids increasing, fueled by hedge funds, NYSE rules, SEC proxy access proposals, 1124
– Huron Consulting Group reports class action filings, SEC investigation, after financial restatements related to acquisitions, 1006
– Loss causation standard for class certification stage, financial condition misrepresentations after Flowserve mergers (5th Cir.), 826
– Military defense contract, failure to disclose termination of contract at acquired subsidiary was for default material (E.D.N.Y.), 506
– National City Corp., weak breach of fiduciary duty claim settled by additional disclosures, court approves (Del. Ch.), 1030
– Negligent misrepresentation claim, SLUSA's “Del. carve-out” applies, remanded to state court (9th Cir.), 234
– Personal liability of directors under DGCL 102(b)(7), Analysis and Perspective, 28
– Preferred share price in merger set by metric in contract (Del. Ch.), 543
– Proxy solicitation by Equity Office Property Trust, scienter not required, but weak claim fails anyway (7th Cir.), 384
– Removal, REIT, CAFA's provisions trump Securities Act, splitting circuits (7th Cir.), 69
– Res judicata bars claims filed by pro se against Skystar Biopharmaceutical in reverse merger, suit frivolous, sanctions appropriate (D. Conn.), 1103
– Self-tender offer, failure to disclose dividend to ensure shareholder participation before stock price increases (U.S., rev den), 1207
– Short-form mergers

– – Disclosure not made unrestricted, quasi-appraisal is remedy (Del.), 890
– – Valuation dispute, minority shareholder has Del. appraisal remedy (3d Cir.), 1207

– Standing lost in recapitalization claim when company acquired (Del. Ch.), 699
– Stock redemption before merger, fiduciary duty claims dismissed because issue governed by contract (Del. Ch.), 609
– Whistleblowers, in-house counsel may proceed with claim of retaliatory firing after they notified company of possible fraud in merger (9th Cir.), 1059

MINNESOTA

– Limitations period, tolling not warranted, investors lacked diligence when attorney failed to register shares (8th Cir.), 48

MORTGAGES

– Assistance

See LEGISLATION, FEDERAL, S 896

– Auditor liability

– – Mortgage-backed securities valuation, Analysis and Perspective, 84
– – UCAP Inc., class complaint fails to show connection between statements and losses (8th Cir.), 1289

– Debt securities impairment, FASB staff guidance issued, 76
– ERISA fiduciary duty, Countrywide breached by offering its stock in retirement plan during mortgage crisis, settlement reached (C.D. Cal.), 1005
– Fannie Mae and Freddie Mac bonuses, regulator defends, 435
– Financial fraud

See LEGISLATION, FEDERAL, S 386

– Fraud cases

– – Corporate Fraud Task Force expanded to address mortgage cases, 40
– – Countrywide Financial, misleading investors about risks taken, SEC brings charges (C.D. Cal.), 734
– – Earnings scheme, CAO charged, Beazer Homes settles (N.D. Ga.), 858
– – Number investigated by FBI triple, 664
– – Recklessness, scienter by PricewaterhouseCoopers not shown, Doral Financial class action dismissed (2d Cir.), 1129
– – Sentencing guideline deviations in securities fraud often needed for justice, Analysis and Perspective, 678
– – Understated losses, former CEO settles with SEC, others don't (S.D.N.Y.), 545

– KPMG complicity in financial misstatements, claims filed by New Century Fin. Corp. (S.D.N.Y.) (Cal. Super. Ct.), 423
– NovaStar Financial, mortgage practices causing artificial stock price inflation, class certified (W.D. Mo.), 438
– Specific statements not identified as false or misleading, class complaint against Novastar Financial dismissed (8th Cir.), 1130
– TARP funds

See LEGISLATION, FEDERAL, HR 384

MOTOR VEHICLES

– Acquisition of car dealership, buyer claims fraudulent financials led to inflated price, election of remedies (D. Or.), 1042
– Attorneys' fees advancement, partnership agreement requires payment by Heartland Industrial Partners, indemnification claim pending (Del. Ch.), 976
– Dana Holding Corp. and former executives settle revenue recognition charges (SEC) (N.D. Ohio), 1161
– Government intervention at GM changes board's power, Special Report, 516

MUTUAL FUNDS

– Advisory fees, excessive level (U.S., rev grant), 576; trade groups file amicus briefs urging court to honor marketplace, refrain from rate setting, 1091; U.S. Solicitor General to participate in oral argument as amicus curiae (oral arg set), 1207
– Disclosure, SEC's unpublished regulations frozen pending Obama administration review, 98
– Fiduciary duty, definition likely in case involving mutual fund advisory fees, SEC files amicus brief (U.S., rev grant), 1003
– Independent directors, SEC considers changing requirements, 102
– Liability, primary versus aiding and abetting, where underwriter distributed but did not write false and misleading prospectus, court seeks SEC amicus brief (1st Cir.), 290
– Risk management, Comm'r Aguilar lists duties of managers, 501
– SLUSA jurisdiction in market timing case, remand to state court denied (U.S., rev den), 1207
– Systemic risk regulator, ICI white paper details proposal, 288