Delaware corporations routinely include “exclusive federal forum” provisions in their charters and bylaws to designate federal courts as the exclusive forum for litigating claims under the Securities Act of 1933 (the “’33 Act”). Corporations generally prefer to litigate these claims in federal court as state court is viewed as inefficient and more inclined to grant … Continue Reading
Can targeted advertising establish general jurisdiction over a foreign corporation? The Fifth Circuit had not addressed this issue until Frank v. P N K (Lake Charles) L.L.C., No. 18-31060, 2020 WL 288213 (5th Cir. Jan. 21, 2020). But in so doing, the court may have announced a new jurisdictional test with significant ramifications for future … Continue Reading
Through the Tax Cuts and Jobs Act (“TCJA”), in 2017 Congress enacted Code Sections 1400Z-1 and 1400Z-2 of the Internal Revenue Code (the “Code”). These Code Sections were designed to encourage investment and economic growth in certain-low income communities by creating a procedure for identifying Qualified Opportunity Zones (“QOZs”) and offering certain federal income tax … Continue Reading
The 2019 Private Target Mergers & Acquisitions Deal Points Study was recently released by the Business Law Section of the American Bar Association. Copies of the study are available to ABA members on the ABA website, click here. The study is the diligent work of the Market Trends Subcommittee of the Mergers and Acquisitions Committee and … Continue Reading
Top 10 Louisiana Advisers For this edition, I thought that we would look at the top ten SEC registered investment advisers within the State of Louisiana. The SEC publishes a comprehensive database that captures all information submitted by advisers in their Form ADV’s. There is a total of 55 advisers registered with the SEC in … Continue Reading
On June 13, 2019, the Department of Labor, the Department of Health and Human Services, and the Department of Treasury (the “Departments”), published final regulations which significantly broaden the types of health plans that may be integrated with a health reimbursement arrangement (“HRA”). More specifically, beginning January 2020, the finalized rules allow HRAs to be … Continue Reading
Today the United States Supreme Court issued its decision in this landmark case concerning punitive damages. The six justices in the majority opinion reversed the Ninth Circuit and resolved a circuit split on this issue. The question presented was whether punitive damages may be awarded to a Jones Act seaman in a personal injury suit … Continue Reading
In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, 80 A.3d 155 (Del. Ch. 2013), the Delaware Court of Chancery clarified that under Delaware law the privilege for pre-merger communications passes to the surviving company after a merger is consummated. The privilege transfer would include the privilege for pre-closing communications … Continue Reading
On March 29, the UK House of Commons rejected, for the third time in three months, a draft withdrawal agreement for a negotiated exit of the UK from the European Union. The UK now has until April 12 to present the EU with a new exit proposal. The lack of a negotiated transition for the … Continue Reading
Commercial and employment agreements often include provisions requiring arbitration of disputes between the parties. Some of these agreements contain “delegation clauses” requiring the arbitrator (as opposed to a court) to decide whether the dispute is subject to arbitration. Despite such provisions, one party may sue the other because it perceives an advantage to proceeding in … Continue Reading
The United States Supreme Court ruled today that contracts requiring individualized arbitration of employment-related disputes are enforceable and do not violate Section 7 of the National Labor Relations Act (NLRA). Background Some employers require their employees to enter into agreements binding the parties to arbitrate employment-related disputes. In recent years, many of those employers have … Continue Reading
On Friday, December 15, the Louisiana Supreme Court granted three separate writ applications filed by each of the defendants in Gloria’s Ranch, L.L.C. v. Tauren Exploration, Inc. These applications sought review of the Louisiana Second Circuit’s June 2, 2017 decision affirming the trial court’s ruling that Wells Fargo, a mortgage lender with a security interest in a … Continue Reading
