Corporate Accountability Report Index-Summary

MAGAZINES

See MEDIA

MARYLAND

– Fifth Amendment collective entity doctrine, former employee must produce documents, no privilege (Md.), 1227

MASSACHUSETTS

– Business judgment rule, derivative litigation application (2d Cir.), 11; Mass. rules on state law question (Mass.), 922

MEDIA

– Bank of America merger with Merrill Lynch, expert testimony relying on media reports, admissibility (S.D.N.Y.), 9
– Cox Radio merger disclosures, settlement (Del. Ch.), 550
– FOIA, withholding internal SEC documents (S.D.N.Y.), 10
– Gemstar-TV Guide, attorneys' fees, separation agreement under Okla. law governs (10th Cir.), 990
– Hollinger Intl. CEO honest-services fraud, remanded to consider Skilling (U.S., rem), 642; mail fraud and obstruction upheld, fraud reversed (7th Cir.), 1198
– Stock tip e-mailed by publisher subject to §10(b) (U.S., rev den), 679
– Tribune paying bonuses during bankruptcy (Bankr. D. Del.), 378
– Whistleblowers, leaking documents to media (W.D. Wash.), 172

MEETINGS

See CONFERENCES AND MEETINGS

MERGERS AND ACQUISITIONS

– Airborne Health purchase of Squid Soap, failure to disclose litigation claim (Del. Ch. Ct.), 855
– Attorney-client privilege waiver, investment banker present for merger agreement (Del. Ch.), 622
– Attorneys' fees, shareholder suit for Oakley Corp. proxy changes (Cal. Ct. App.), 102
– Bank of America merger with Merrill Lynch, expert testimony relying on media reports, admissibility (S.D.N.Y.), 9; new SEC suit alleges proxy violations, 39; N.Y. AG charges bank and former executives with disclosure violations, 142; SEC settles proxy disclosure charges (S.D.N.Y.), 143; judge asks N.Y. AG for witness transcripts, 168; settlement approved, 193; correction, 224; proposed settlement rejection, SEC enforcement developments, BNA Insights, 355; IG Kotz investigating $33M settlement rejected by court, 569; former CEO Lewis denies allegations (N.Y. Super. Ct.), 921
– Board independence in Barnes & Noble textbooks acquisition (Del. Ch.), 1191
– Books and records inspection, retained directors, vote to remove after rejected acquisition (Del.), 881
– Bundling staggered boards with mergers for shareholder vote, 214
– Business strategy immunity application, BNA Insights, 893
– Bylaw amendment changing annual meeting date of target company allowed (Del. Ch.), 1135; reversed (Del.), 1289
– Cashout, no damages because no purchase (D. Colo.), 923
– Contracts, drafting issues and bad faith (Del. Ch.), 95
– Delaware corporation law

– – Amendments, overview, 918
– – Cases, first quarter 2010, 316; second quarter, 699; third quarter, 975

– Derivative litigation

– – Countrywide Fin., no value after Bank of America merger settlement (Del.), 573
– – Dow Chemical, demand futility (Del. Ch.), 97
– – Standing for “double derivative” action (Del.), 949

– Disclosure

– – Cadbury board urging refusal of Kraft purchase offer, jurisdiction (D.N.J.), 126
– – Cox Radio settlement (Del. Ch.), 550
– – Failed merger, duty lacking, no scienter (2d Cir.), 954
– – Personal benefit to executive in merger (S.D. Iowa), 252
– – PLATO Learning, correction needed, injunction (Del. Ch.), 549
– – Pro forma disclosures, FASB guidance, 1388

– Due diligence to protect against risks, Action Memo, 646
– Ernst & Young role in Accredo Health merger, no scienter (6th Cir.), 1059
– Expedited discovery request, 3Com merger with Hewlett Packard (Del. Ch.), 43
– FCPA due diligence importance, BNA Insights, 387
– Fiduciary duty

– – Common shareholders lack payout (Del. Ch.), 794
– – Controlling unitholder claims proceed (Del. Ch.), 1294
– – Disclosure of merger discussions in redemption by minority shareholder (5th Cir.), 248
– – ERISA duty not implicated in potential sale (W.D. Mich.), 659
– – Expedited proceedings request, tender offer (Del. Ch.), 380
– – Finder fee, director fails to disclose, board ratifies (S.D.N.Y.), 1166
– – First refusal right, failure to honor (Cal. Ct. App.), 69
– – Litigation increases, Advisen report, 1140
– – Short form merger after convertible notes issued (Del. Ch.), 497
– – Stock redemption pursuant to contract just prior to sale of division (Del.), 373

– Hanover Direct going private merger, price fair (Del. Ch.), 1259
– Hostile takeovers bigger issue after SEC stay of proxy access, 1248
– Injunctions

– – Dollar Thrifty and Herz, board reasonable (Del. Ch.), 989; reasonableness critical, documentation helps, 1134
– – Post-closing damages remedy for tender offer (Del. Ch.), 597; unilateral two-step freeze-out, standard of review goes to high court, 711; interlocutory appeal denied (Del.), 737
– – QuadraMed merger, sought by preferred shareholder (Del. Ch.), 327

– Insider information used to acquire shares in merger target (S.D.N.Y.), 174
– Jurisdiction, Alcon Inc. class claims against Novartis (S.D.N.Y.), 575; amended complaint denied, 770
– Loss causation, revelation of misrepresentations did not cause stock price to fall (9th Cir.), 859
– Natl. City Corp. merger with PNC Fin. Serv., settlement (Del.), 497
– Negotiations, duty to disclose (N.D. Ill.), 20; materiality of factors, 96
– N.Y. Bd. of Trade merger with ICE, good faith in procedures (Del. Ch.), 171
– Poison pills

– – Adoption and breach of fiduciary duty (Del. Ch.), 882; appeal filed (Del.), 987
– – Decision process for plan (Del. Ch.), 241; oral argument set (Del.), 654; low trigger to protect net operating losses affirmed, 1086; BNA Insights, 1206
– – Net operating losses, use to protect, BNA Insights, 1206
– – Use increasing as hostile takeovers rise, 1136

– Res judicata in withdrawal of funding claims (2d Cir.), 17
– Short-form merger, Del. appraisal action remedy (U.S., rev den), 202
– Sponsor-backed going private transactions, opposition, survey, 617
– Teppco merger settles derivative claims (Del. Ch.), 152
– Terra Firma misrepresentation claim against Citigroup (S.D.N.Y.), 1061

MINNESOTA

– Whistleblower protection, application to in-house counsel (Minn.), 740

MORTGAGES

– AIG, subprime risk, material misstatements (S.D.N.Y.), 1089
– Audits likely affected by documentation issues, 1321
– Bank of America

– – “Dollar roll” transactions not material, letter to SEC, 764
– – Mortgage modifications reducing investor payments, support lacking (N.Y. Sup. Ct.), 1172

– Citigroup

– – Collateralized debt obligations misrepresentation (S.D.N.Y.), 1256
– – Executives settle subprime mortgage misrepresentation claims (D.D.C.), 823; judge seeks more information, 883; SEC says firm negligent, not willful, 987; error was unintentional, Citigroup urges acceptance, 1024; court approves settlement, 1143

– Countrywide Fin.

– – Loan exceptions, former CEO disputes (C.D. Cal.), 948; case heads to trial, 1023; case settles, 1143
– – Mortgage underwriting standards, class settlement (C.D. Cal.), 498; preliminary approval granted, 829

– Documentation, SEC sends “Dear CFO” disclosure letters, 1189
– Fannie Mae, ERISA fiduciary duty, preliminary settlement (D.D.C.), 658
– Foreclosure document execution, director and officer insurance claims (M.D. Fla.), 1317
– Impac Mortgage Holdings, fraud claim lack scienter (9th Cir.), 713
– Loss contingencies, PCAOB staff alert, 1385
– New Century Fin., loan disclosure lacking, settlement (C.D. Cal.), 927
– State Street Bank misleading investors about subprime exposure risk, settlement (D. Mass.) (SEC), 149
– UBS AG, appraiser amending whistleblower complaint did not restart 180-day period (D. Conn.), 382

MOTOR VEHICLES

– CSK Auto, executive compensation clawback application, CEO not accused of company fraud, argument (D. Ariz.), 374; wrongdoing not required, 615; clawbacks on innocent executives expected to continue, 791; SEC to file for summary judgment, 821; summary judgment filed, 1023; CEO says SEC failed to show misconduct, 1196
– Delphi officials, SEC fraud case continues (E.D. Mich.), 441
– Dollar Thrifty and Hertz, board reasonable, no injunction (Del. Ch.), 989; reasonableness critical, documentation helps, 1134
– Ford Motor Co., ERISA “stock drop” settles (E.D. Mich.), 957
– Jurisdiction, “nerve center” test for Hertz corporate citizenship diversity (U.S.), 198
– Northwest Tool & Die, ERISA fiduciary duty not implicated in potential sale (W.D. Mich.), 659
– Prizm, cancellation of stock issued for unsecured promissory note (Del. Ch.), 548
– YRC Worldwide, bond sale probe request by Teamsters, 10

MUTUAL FUNDS

– Business judgment rule, derivative litigation application (2d Cir.), 11; Mass. rules on state law question (Mass.), 922
– Fidelity, whistleblower claims proceed against private company within fund family (D. Mass.), 349; immediate appeal certified, 825
– Subprime exposure risk, State Street Bank misleading investors, settlement (D. Mass.) (SEC), 149