Recent Blog Posts

  • June in Brief (Mergers and Acquisitions) 2021 M&A Law Delaware Superior Court Sides with CANarchy on Breach of Implied Covenant Claim in connection with its Purchase of Deep Ellum Brewing By Kolby A. Boyd On June 4, 2021, the Superior Court of the State of Delaware (the “Court”) granted a motion to dismiss on one of four counts in connection to a lawsuit brought by John Reardon, a representative of the Sellers of Texas-based brewery Deep Ellum Brewing (the “Plaintiff”), against CANarchy, a company that owns several breweries and was... More
  • June in Brief (Securities Law) 2021 Securities Regulation Statement on the Application of the Proxy Rules to Proxy Voting Advice By Dan S. Cohen, K&L Gates LLP  On June 1, 2021, SEC Chairman Gary Gensler announced that he has directed the SEC Staff to evaluate whether to recommend that the SEC “revisit” the 2020 changes to Rules 14a-1(l), 14a-2(b), and 14a-9 (85 Fed. Reg. 55,082 (Sept. 3, 2020)) — including the definition of “solicitation” as it now includes proxy voting advice, and the exemptions and filing requirements for solicitations... More
  • June in Brief (Legal Opinions and Ethics) 2021 Ethics Overbilling and Supervision By Keith R. Fisher A recent disciplinary complaint filed by the Illinois Attorney Registration and Disciplinary Commission alleges significant overbilling in violation of the Illinois versions of Model Rules 1.5(a) (charging and collecting an unreasonable fee) and 8.4(c) (conduct involving dishonesty, fraud, deceit, or misrepresentation).  This routine matter is noteworthy because the firm involved, Reed Smith, itself detected the overbilling and promptly offered the client a refund or a credit for fee payments for work that had not actually been... More
  • June in Brief (Business Regulation and Regulated Industries) 2021 Banking Law U.S. House of Representatives Votes to Override OCC True Lender Rule By Arthur J. Rotatori, Robert W. Savoie, and Sarah Edwards, McGlinchey Stafford, PLLC The U.S. House of Representatives on June 24th voted 218 to 208 to repeal the Office of the Comptroller of the Currency’s (OCC) “True Lender” rule under the Congressional Review Act (CRA).  The OCC published the rule last year to eliminate challenges regarding when a loan is actually made by a federally-chartered bank, instead of a non-bank... More
  • June in Brief (Business Litigation and Dispute Resolution) 2021 Business Litigation Delaware Court of Chancery Applies Direct/Derivative Distinction In Voting Context By Lewis H. Lazarus, R. Eric Hacker and Tyler O’Connell of Morris James LLP The disenfranchisement of an investor with voting or consent rights often is considered to be a direct harm, thus permitting the investor to bring direct claims.  Sometimes, however, the alleged harm from the violation of voting rights is to the company, and it does not directly affect the investor.  The Court of Chancery’s recent decision in Clifford... More
  • June in Brief (Internet Law and Cybersecurity) 2021 Internet Law California Federal Court Certifies Damages Class in Apple iCloud Suit By Mwangala Simataa, Georgetown University Law Center Judge Lucy Koh of the U.S. District Court of the Northern District of California recently granted plaintiffs’ motion to certify a damages class, but denied certification of an injunctive-relief class in a case against Apple for breach of contract. Williams v. Apple Inc., No. 5:19-cv-04700-LHK (N.D. Cal. May 28, 2021). Andrea Williams and James Stewart, the named plaintiffs, sought class certification on behalf... More
  • May in Brief (Mergers and Acquisitions) 2021 M&A Law Louisiana Appellate Court Decides Breach of Fiduciary Duty Lawsuit for Defendants By Courtney Black On May 5, 2021, the State of Louisiana Court of Appeal, Fourth Circuit (the “Court”) affirmed a 2017 judgment granting summary judgment to Stewart Enterprises, Inc., a national funeral service provider (the “Company”) and its Board of Directors (collectively with the Company, the “Defendants”). The lawsuit, brought by the Company’s shareholders (the “Plaintiffs”), sought to prevent an equity merger with Service Corporation International, Inc., another national... More
  • May in Brief (Legal Opinions and Ethics) 2021 Legal Ethics Yelp Help: Responding to Negative Online Reviews By Keith R. Fisher Many of us have refrained from patronizing a restaurant on the basis of one or more negative online reviews.  Admittedly, some of those might be fake (e.g., posted by a competitor) or might otherwise be unfair.  Such reviews are not, however, limited to commercial enterprises; reputations of professional service providers have also been injured in this manner.  What if your law practice received an unfairly negative online review?  The temptation to... More
  • May in Brief (Business Regulation and Regulated Industries) 2021 Banking Law OCC to Reconsider CRA Final Rulemaking By Devin P. Leary-Hanebrink, McGlinchey Stafford, PLLC On May 18, 2021, the Office of the Comptroller of the Currency (OCC) announced that it will reconsider its June 2020 final rulemaking. The OCC has confirmed that, during this period, it will not object to banks suspending or postponing development and implementation of systems upgrades designed in anticipation of the final rule’s phased compliance dates of January 1, 2023, and January 1, 2024. However, the OCC will... More
  • May in Brief (Securities Law) 2021 Securities Regulation SPAC Act Introduced in the Senate By Carlos Juarez, Mayer Brown On April 29, 2021, Sen. John Kennedy (R) introduced the Sponsor Promote and Compensation (SPAC) Act (the “bill”), which would require the SEC to issue rules requiring enhanced disclosures for blank check companies, including SPACs, during the IPO and pre-merger stages. Specifically, the SPAC Act calls for rules requiring the disclosure of: the amount of cash per share expected to be held by the blank check company immediately prior to the merger under various redemption scenarios; any... More