Justia Corporate Compliance Opinion Summaries

Plaintiff alleged that defendant had a personal bank account at Fulton Financial Corporation (Fulton), of which his wife could be a joint holder. Plaintiff sought a temporary restraining order enjoining both defendant and his wife from using the funds or removing them from Fulton, pending a final disposition of its claim that the funds were wrongfully removed by defendant from plaintiff's account. The court held that while the complaint stated a colorable claim, the court was unpersuaded that irreparable harm would result absent the entry of a restraining order, ex parte. The court also held that where, as here, the plaintiff sought to freeze the funds of an account legally held, not only by the alleged wrongdoer but jointly by an innocent third party, a request for ex parte action raised concerns of due process. Therefore, since plaintiff failed to show that irreparable harm would occur absent entry of a temporary restraining order ex parte, the court deferred decision on the restraining order request pending service and an opportunity for defendant to be heard. View "Smart Home, Inc. v. Selway, et al." on Justia Law

The City of New York sued defendants under federal and New York State antitrust laws, seeking to prevent the companies from merging. The city appealed from a judgment of the district court granting summary judgment to defendants and dismissing the city's complaint without leave to amend. The court agreed with the district court that the alleged relevant market definition, as the "low-cost municipal health benefits market[,]" was legally deficient and concluded that the district court's denial of leave to amend was not an abuse of discretion. Accordingly, the court affirmed the judgement of the district court. View "City of New York v. Group Health Inc., et al." on Justia Law

This case arose when plaintiff alleged that Citigroup, along with various rating agencies, airlines, and municipalities, conspired to block the use of her finance structure to issue Airline Special Facility bonds. Plaintiff subsequently appealed from a judgment of the district court dismissing her complaint and from the district court's order denying her postjudgment motion for reargument and reconsideration of the dismissal and for leave to replead. On appeal, plaintiff argued that the district court erred by, inter alia, dismissing the complaint without granting leave to replead, denying the postjudgment motion, and exercising supplemental jurisdiction to deny the remaining state law claims. The court held that the district court, in denying the postjudgment motions, applied a standard that overemphasized considerations of finality at the expense of the liberal amendment policy embodied in the Federal Rules of Civil Procedure. Accordingly, the court vacated the order denying the postjudgment motion and so much of the judgment as retained supplemental jurisdiction and dismissed plaintiff's state law claims. The court remanded for further proceedings. View "Williams v. CitiGroup, Inc." on Justia Law

Plaintiff, on behalf of himself and other similarly situated current and former Black & Decker (U.S.) Inc. ("B&D") employees, sued B&D asserting three sets of claims under the Fair Labor Standards Act ("FLSA"), 29 U.S.C. 201 et seq., and the New York Labor Law ("NYLL"), N.Y. Comp. Codes R. & Regs. tit. 12 section 142-2.2. At issue was whether B&D owed plaintiff compensation for all the time he spent commuting between home and the job site ("commute time claims") and overtime hours that plaintiff allegedly worked but did not record ("off-the-clock claims"). The court held that the district court properly granted B&D summary judgment on the commute time claims where, even if plaintiff's activities were integral and indispensable to his principal activities, they did not render the entirety of his commute time compensable under the FLSA. The court also held that plaintiff raised genuine issues of material fact on his off-the-clock claims where plaintiff presented sufficient evidence for a reasonable jury to conclude that he had shown the amount of his uncompensated work as a matter of just and reasonable inference.

Plaintiffs, working as auditors in The Boeing Company's ("Boeing") IT Sarbanes-Oxley ("SOX") Audit group, filed SOX whistleblower complaints under the Sarbanes-Oxley Act, U.S.C. 1514(a)(1), with the Occupation Safety and Health Administration after they were terminated by Boeing when they spoke with a reporter from the Seattle Post-Intelligencer ("Post-Intelligencer") about Boeing's compliance with SOX. At issue was whether plaintiffs' disclosures to the Post-Intelligencer were protected under section 1514(a)(1), which protected employees of publicly-traded companies who disclose certain types of information. The court held that section 1514(a)(1) did not protect employees of publicly-held companies from retaliation when they disclosed information regarding designated types of fraud or securities violations to members of the media.

Plaintiff sued a former employee after a number of the former employee's clients left plaintiff's wealth management and investment advisory firm for the firm that the former employee currently works at. The United States Court of Appeals for the Second Circuit certified the following question for the court: "What degree of participation in a new employer's solicitation of a former employer's client by a voluntary seller of that client's good will constitutes improper solicitation?" In answering the certified question, the court continued to apply its precedents in Von Breman v. MacMonnies and Mohawk Maintenance Co. v. Kessler and held that the "implied covenant" barred a seller of "good will" from improperly soliciting his former clients. The court also held that, while a seller may not contact his former clients directly, he may, "in response to inquiries" made on a former client's own initiative, answer factual questions. The court further held that the circumstances where a client exercising due diligence requested further information, a seller may assist his new employer in the "active development... of a plan" to respond to that client's inquires. Should that plan result in meeting with a client, a seller's "largely passive" role at such a meeting did not constitute improper solicitation in violation of the "implied covenant." As such, a seller or his new employer may then accept the trade of a former client.