Justia Corporate Compliance Opinion SummariesArticles Posted in Communications Law
In re Info. Mgmt. Servs., Inc. Derivative Litigation
Trusts that owned fifty percent of the common stock of nominal defendant IMS alleged that two of the company's three most senior officers mismanaged the company in breach of their fiduciary duties. Trusts moved to compel IMS to produce the senior officers' work email accounts. The senior officers asserted the attorney-client privilege but did not invoke the work product doctrine. The court concluded that the In re Asia Global Crossing, Ltd. factors weighed in favor of production, absent a statutory override that could alter the common law result. Because IMS conducted its business in Maryland, the federal government and the State of Maryland were the sovereigns whose laws IMS must follow when dealing with its employees' email. The Federal Wiretap Act, 18 U.S.C. 2510 et seq.; the Federal Store Communications Act, 18 U.S.C. 2701; the Maryland Wiretap Act, Md. Code, Cts. & Jud. Proc. 10-401 to 10-414; and the Maryland Stored Communications Act, Md. Code, Cts. & Jud. Proc. 10-4A-01 to 10-4A-08, did not change the common law privilege analysis. Accordingly, the court granted the motion to compel. View "In re Info. Mgmt. Servs., Inc. Derivative Litigation" on Justia Law
Tang Capital Partners LP, v. Norton
Plaintiffs are holders of Savient’s 4.75% convertible senior notes due in 2018, which are unsecured and subject to the terms of an indenture. Collectively, Plaintiffs own a face value of $48,709,000, approximately 40% of the outstanding Notes. Defendants are members of Savient’s board of directors USBNA serves as trustee for the Indenture governing the Notes. Following dismal sales of its new drug, KRYSTEXXA, Savient’s Board approved a financing transaction to exchange some existing unsecured Notes for new senior secured notes with a later maturity date. Through the Exchange, Savient exchanged around $108 million in Notes, raised around $44 million in new capital, and issued additional SSDNs with a face value of approximately $63 million. Like the Notes, the SSDNs are subject to an indenture for which USBNA serves as trustee. Plaintiffs sought a declaration that Savient was insolvent and brought derivative claims alleging waste and breach of fiduciary duty in connection with the Exchange Transaction; alleged breach of fiduciary duty and waste claims in connection with the Board’s approval of retention awards for certain Savient executives. The chancellor dismissed the receivership claim for lack of standing and granted a declaration that an Event of Default has not occurred.View "Tang Capital Partners LP, v. Norton" on Justia Law
In re Cencom Cable Income Partners, L.P.
Plaintiffs, limited partners of Cencom Cable Income Partnership, L.P. ("Partnership"), sued defendants over the appraisal and sale of nine cable systems. In this post-trial memorandum opinion, the court addressed not only the import of the disclosures that a certain law firm, which had been retained to assure that plaintiffs' rights would be protected, had been retained to assure that the process would be "fair" to plaintiffs, but also plaintiffs' other challenges, including primarily whether the general partner manipulated to its benefit the process by which the partnership assets were valued and sold and whether approval by the limited partners of the sales process, which established a price and provided for interest on that amount following a date certain until distribution of the sales proceeds, acted to deprive plaintiffs of the right to any quarterly distributions following the start of the period during which interest would be paid. The court held that the appraisal and sale process did not deny plaintiffs the benefit of their bargain. Under the circumstances, it was fair and, to the extent that certain obligations were not precisely met, plaintiffs were not damaged. Accordingly, the court held that defendants were entitled to the entry of judgment in their favor and the dismissal of the action.
Liberty Media Corp, et al. v. The Bank of New York Mellon Trust Company, N.A.
Plaintiffs, and its wholly owned subsidiary, proposed to split off as a new publicly traded company ("SplitCo") the businesses, assets, and liabilities attributed to plaintiffs' Capital Group and Starz Group (the "Capital Splitoff"). At issue was whether plaintiffs pursued a "disaggregation strategy" designed to remove assets from the corporate structure against which the bondholders had claims and shifted the assets into the hands of plaintiffs' stockholders. The court held that plaintiffs were entitled to judgment declaring that the Capital Splitoff, as currently structured, complied with the Successor Obligor Provision in an indenture dated July 7, 1999 and therefore, plaintiffs were entitled to a declaration that the Capital Splitoff did not violate the Successor Obligor Provision.