Top 10 Corporate/Company Law Headlines from North America The U.S. Supreme Court has issued a long-awaited decision that many practitioners had hoped would provide insight into the permissible breadth of third-party releases and injunctions often contained in confirmed chapter 11 plans. 2008 and 2009 have seen the continued upwards trend of securities class action filings that began in 2007. There were 210 federal securities class actions filed in 2008, an increase of 29% over 2007. A derivative action is actually two causes of action: it is an action to compel the corporation to sue and it is an action brought by a shareholder on behalf of the corporation to redress harm to the corporation. The current financial crisis is making corporate directors nervous. However, quitting may not be the right response in many cases, especially since even former directors remain vulnerable on several liability fronts. The U.S. Supreme Court has issued a long-awaited decision that many practitioners had hoped would provide insight into the permissible breadth of third-party releases and injunctions often contained in confirmed chapter 11 plans. On Friday, Nov. 06, 2009, The Worker, Homeownership, and Business Assistance Act of 2009 (the Act) was signed into law by President Obama. On October 7, 2009, the Minister of Finance tabled Bill 63 (the "Bill") which, when passed, will eventually replace the Québec Companies Act ("QCA") as the primary corporate legislation in Québec, thus creating the Québec Business Corporations Act ("QBCA"). The Delaware Court of Chancery has issued an important decision clarifying the application of the "entire fairness" and "business judgment rule" standards in a going-private transaction involving a controlling stockholder. Three recent cases addressing the duties of the board of directors and the treatment of shareholder rights plans may signify a change in the law or its application. When the Fraud Enforcement and Recovery Act of 2009 (“FERA”) was passed by Congress and signed into law on May 20, 2009, most of the amendments to the liability provisions of the False Claims Act (“FCA”) were prospective only. |