Delaware Litigation Lawyer & Attorney : Francis G. X. Pileggi : Corporate, Business, Commercial, Delaware Chancery Court

In the case of In re Coca-Cola Enterprises, Inc. Shareholder Litigation, 2007 WL 3122370 (Del. Ch., Oct. 17, 2007), read opinion here, the Chancery Court's opening lines in its decision are destined to be cited often (and from whence the title of this post is borrowed). Here is how the court began the opinion:

"While there may never be a decisive victory in the Great American Cola Wars, [FN1] the plaintiffs in this action seem to think they got the wrong stock, baby-uh huh. [FN2]"

Here are the supporting footnotes:

FN1. See Pepsico, Inc. v. The Coca-Cola Co., 114 F.Supp.2d 243, 245 (S.D.N.Y.2000) (noting the fabled marketing battle between Coke and Pepsi).
FN2. Cf. The Pepsi Legacy 1990, http://www.pepsi.com/adsandhistory/legacy/1990/1990.php (last visited Oct. 17, 2007) (recalling the Diet Pepsi Commercial featuring Ray Charles and the "Uh Huh Girls" singing "You've Got the Right One, Baby").

The legal issues in the case are less entertaining. The court dismissed fiduciary claims based on a statute of limitations defense and refused to apply equitable tolling to a dispute related to a 20-year old relationship. In the process, the court also analyzed and rejected a claim based on an alleged breach of the duty of loyalty. The plaintiffs' complaint included many comparisons between  the profitability of Pepsi versus Coca-Cola.

UPDATE: The Wall Street Journal Law Blog  posted about it  here.

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Prof. Larry Ribstein posts here about a dispute between the founder of Facebook and the founders of another start-up, and the procedural entanglements that arose in the lawsuit that was filed in federal court in Massachusetts, against the backdrop of the failure at the time of formation of the Delaware LLC to have any formally appointed members and the absence of any operating agreement at that time. The good professor refers to several of his articles and one of his casebooks that address the myriad procedural and substantive issues that this messy set of facts create. The post  is must reading for anyone who litigates related LLC issues or who is interested in avoiding problems that are generated by forming LLCs without the formal appointment of members and/or without an operating agreement in place.

Here is a post by Prof. Gordon Smith that previously highlighted the case in the context of a discussion about the duties that founders of entities owe each other. An excerpt from Prof. Ribstein's post follows:

...  right now, as Gordon says, the case is "procedurally muddled." But there is much of interest in that muddle. In ConnectU LLC v. Zuckerberg, 482 F.Supp.2d 3 (D.Mass., 2007), the court dismissed the initial complaint in this case, which was brought by a Delaware LLC that had been formed with no members and no substantive agreement. Members were admitted pursuant to a later operating agreement dated retroactively to the time of formation, as permitted by the applicable Delaware statute (Del. Code Ann. Section 18-201).

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Courtesy of Professor Bainbridge, here is a short overview of an article by Professor Lawrence Mitchell devoted to a seminal case involving fiduciary duties, Meinhard v. Salmon.  Professor  Bainbridge describes it as a "must read" for anyone interested in the law of business associations. Here is an excerpt indicative of the article's parsing of the language of the opinion:

Take the dictum that “[n]ot honesty alone, but the punctilio of an honor the most sensitive, is then the standard of behavior.” “Punctilio” connotes a fine point of exactness in conduct, ceremony, or procedure. It has roots in the Italian renaissance, and in concepts of chivalry and honor. Cardozo reinforces the metaphor by referring to a “tradition . . . unbending and inveterate” and to behavior “higher than that trodden by the crowd.” The allusion is to the high nobility of a bygone era whose standard of conduct was more exacting than that demanded of common folk. Co-adventurers, Cardozo suggests, should behave with similar refinement and courtesy in their mutual affairs. ...

Each of these metaphors has the common feature that the protagonist– a knight on a chivalric quest, a soldier behind enemy lines, a monk devoting himself to prayer and contemplation – is called, by virtue of his role, to suppress his own selfish interests in favor of some greater good. The images have a powerful resonance. They evoke a pronounced (if somewhat misty) sense that duties partners owe to one another really are important.

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Orner v. Country Grove Investment Group, Inc., 2007 WL 3051152 (Del. Ch., Oct. 12, 2007), read opinion here. I just received this opinion today and although I will not spend much time on it because it applies the substantive law of Maryland, there is very practical "advice" in this opinion about Chancery Court procedures that will be of interest to anyone who practices in the court.

Specifically, this case involved a complaint that initially was filed to enjoin arbitration proceedings based on the argument that the arbitration clause did not cover a particular dispute. The arbitrator, via the American Arbitration Association (AAA), scheduled a hearing and went forward with the hearing while aware of the Chancery Court proceeding. The AAA said that it would not stop the proceeding unless and until it received a court order prohibiting it from going forward. The Chancery Court found that it was incumbent upon the petitioner in Chancery Court to seek expedited proceedings in Chancery Court (which almost surely would have been granted so that a decision would have been made prior to any AAA hearing.) The petitioner in Chancery Court did not seek expedited proceedings and as there was no basis to vacate the arbitrator's award, the petitioner was stuck with an award against her based on an arbitration hearing that she did not attend.

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Courtesy of the Legal Theory blog comes a link to an article by prominent Delaware corporate law expert Frank Balotti. Here is the whole post:

R. Franklin Balotti & Seth Barrett Tillman have posted Gazing into the Crystal Ball of Future Developments in Delaware Corporate Law: What If the Past is Not Prologue? on SSRN. Here is the abstract:

This paper offers some tentative predictions with regard to the contours of future litigation under the Delaware General Corporation Law.

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Here is a post from The Wall Street Journal Law Blog, with a link to the transcript of proceedings yesterday in the expedited SLM Corporation (Sallie Mae) v. J.C. Flowers L.P.,  litigation, describing how the Chancery Court prohibited reporters from leaving the courtroom after what may have been a "market moving" admission during a hearing. The linked transcript also raises the issue in general of the value of fairness opinions in M & A deals.

UPDATE: Here is a post from Prof. Bainbridge about the hearing, with links to additional commentary.

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In CBOT Holdings, Inc.  v.  Chicago Board Options Exchange, Inc., 2007 WL 3051155 (Del. Ch., Oct. 10, 2007), read letter decision here, the Chancery Court denied a motion for a third amended complaint (or more accurately deferred it), in order to avoid a two-step procedure in light of the recent decision to stay the proceedings pending a resolution by the SEC on issues related to the demutualization of the Chicago Board of Trade. That prior decision was summarized here on this blog. For the same reasons that the court stayed the proceedings pending the ruling by the SEC, the court deferred the ruling on the motion to amend the complaint until the case is resumed.

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In the case of In Re Chaparrel Resources Inc. Shareholders Litigation, 2007 WL 2998967 (Del. Ch., Oct. 11, 2007), read opinion here, the Chancery Court provides instruction on the perils of using the same firm for both a non-testifying consultant and an expert who will testify at trial--without a clear dividing wall being established between the two persons (or teams) within that same firm.  This decision involved a motion to compel data from a non-testifying consultant.

At the heart of this issue in this opinion is an analysis of , and comparison of, Chancery Court Rule 26(b)(4)(A)(i) and Rule 26(b)(4)(B). Paraphrasing, subsection (b)(4)(A)(i) allows discovery of an expert who will be testifying at trial and the data on which he relies. However, subsection (b)(4)(B) does not allow discovery of a non-testifying consultant absent "exceptional circumstances",  which is a very high threshold that the defendants here who filed the motion to compel did not try to meet. In sum, the court here determined that because the testifying expert relied on the non-testifying consultant and the two worked together (in the same firm) on the final report used in the case, then the defendants were entitled to discovery concerning that non-testifying expert under subsection (b)(4)(A)(i)--not subsection (b)(4)(B).

Moral of the story: If one does not use two separate firms from which to hire both a non-testifying consultant and the testifying expert, one is playing with fire in terms of exposing the non-testifying consultant to discovery.

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In Forsythe v.  ESC Fund Management Co., 2007 WL 2982247 (Del. Ch., Oct. 9, 2007), read opinion here, the Chancery Court allowed a breach of fiduciary claim to proceed despite the absence of a pre-suit demand. The court discussed both the Caremark standard and common law partnership duties, but determined that the language of the  parties' partnership agreement provided the applicable standard to measure the behavior of the defendants. The court also applied the Aronson/Rales pre-suit demand analysis in the context of a general partner of a limited partnership. 

The court also discussed those relationships on which fiduciary duties are imposed, and found that the Investment Advisor in this matter had such duties. This is a case where the court's own summary may be the most pithy overview:

A major bank offered to its most highly paid employees partnership interests
in a fund intended to co-invest with the bank in its proprietary investments. In
accordance with the partnership agreement, the corporate general partner, owned
by its three unaffiliated directors, delegated the responsibility for the fund’s
management to affiliates of the bank. After the fund suffered extreme losses, a
group of limited partners brought suit against, the bank, the general partner, its
directors and the bank’s affiliates for breach of fiduciary duty and breach of the
partnership agreement.
The defendants have moved to dismiss on various grounds, including failure
to make pre-suit demand on the general partner. The issue raised by this aspect of
the motion is whether the general partner’s oversight duty is governed by the
familiar standard of Caremark or by a higher standard rooted in the partnership
agreement itself.
The court concludes the partnership agreement provides the relevant
standard. Particularly in light of the general partner’s full delegation of its
managerial duties to conflicted persons, the residual duty of oversight found in the
agreement imposes a duty upon the general partner to take active steps to satisfy
itself that the conflicted delegates actually discharge their powers loyally to the
fund and in conformity with the partnership agreement. Because the complaint
adequately alleges facts which, if true, show that the general partner did not fulfill
that duty, demand will be excused.

UPDATE: Here is a decision on Oct. 31, denying the Motion for Reconsideration under Rule 59(f).

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Carnivores of corporate law are treated to copious red meat in a spirited online discussion between scholars who espouse the "shareholder primacy" view of corporations as compared with the school of thought that favors the "director primacy' viewpoint. Here is a post by J.W. Verret , a former Chancery Court law clerk, on the Harvard Corporate Governance Blog, and here is a retort by Professor Bainbridge. Each post includes multiple links to the writings of the respective authors as well as to other scholarly works that address the arguments on both sides of the table in more detail.

UPDATE: Here  is a post by Professor Bainbridge with excerpts from the new book he is writing on Director Primacy.

UPDATE II: Here is a post by J. W. Verret replying to Prof. Bainbridge's response to his initial HLS post.

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In Ginsburg v. Philadelphia Stock Exchange, Inc., 2007 WL 2982238 (Del. Ch., Oct. 9, 2007), read opinion here,  the Chancery Court ruled that an objector to a proposed settlement of a class action is entitled to at least limited access to discovery already taken in the case, subject to a confidentiality order, so that the objector will be in a position to assess the fairness of and the detailed basis for the settlement.  Here  is a summary on this blog of a prior procedural decision in this case.

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In Hayford v. Citicorp Trust Bank., 2007 WL 2985049 (Del. Ch., Oct. 11, 2007), read opinion here, the Chancery Court refused to stay a post-foreclosure eviction proceeding. The case involved a homeowner  who had not paid her mortgage since the year 2002 and avoided foreclosure initially by filing bankruptcy. The bank was subsequently able to force a sheriff's sale of the property, which the homeowner managed to forestall 6 times, but the bank successfully took title after the 7th sheriff's sale. In this Chancery Court letter opinion, the plaintiff sought an injunction to stop the "writ of possession" that would have forcibly evicted her. The court declined to grant the injunction. The injunction was sought pending the appeal of the Superior Court's decision to the Delaware Supreme Court. The Superior Court also declined to grant her relief and did not stay its decision pending appeal. The Chancery Court found that she had "zero" chance of success on appeal.

This case is highlighted in part due to the many stories in the popular press about the sharp rise in the number of foreclosures in connection with the credit crunch and problems in the sub-prime market. This is an example of someone who lived in their house for 5 years without paying the mortgage and who managed to find a way to avoid foreclosure during those 5 years.

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In Tracinda Corp. v. DaimlerChrysler AG,  2007 WL 2701965 (3rd Cir., Del.), read opinion here, the U.S. Court of Appeals for the Third Circuit affirmed a decision of the U.S. District Court for the District of Delaware, after a bench trial,  and found no misrepresentation under the securities laws based on statements by the former CEO that allegedly refuted the initial description of the merger of DaimlerChrysler as a "merger of equals". Of course now that Chrysler is a separate entity owned by a private equity group, this case may only be a historical footnote, but it is still useful as a pronouncement of the Third Circuit's views on misrepresentation claims.

The Third Circuit also affirmed (with a dissenting opinion) the trial court's award of over $500,000 in costs against the defendants due to late production of documents. In addition, parenthetically,  it should be noted that the trial court had written a somewhat "sympathetic" opinion early in the case that denied a motion to dismiss--which of course was not in any way a harbinger of the final post-trial opinion. Also notable is that many of the shareholders in the case took a prescient settlement prior to the trial.

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Korn v. New Castly County, (Del. Ch., Oct. 3, 2007), read opinion here. This Chancery Court decision followed a remand from the Supreme Court (whose decision was summarized here). Citing to Plutarch's description of the high cost to the Greek army of a battle victory in 279 B.C. by Pyrrhus [from whence we get the expression "Pyrrhic victory"], the Chancery Court discussed the policy reasons for granting attorneys' fees in common fund cases and applied a rate at the lower end of the scale for this "taxpayers' refund case". The taxpayers successfully argued that certain surplus funds were not lawfully being held by the county. There are many other issues and aspects of this case addressed in many prior court decisions over the three years that this litigation lasted. Those decisions are cited in the final opinion linked above, but for present purposes I am only highlighting the aspect dealing with the award of attorneys' fees.

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I/M of Purported Last Will and Testament of McElhinney, 2007 WL 2896013 (Del. Ch., Oct. 1, 2007), read opinion here. This Chancery Court decision rejected an effort to contest the validity of a Will. An only son challenged his mother's effort to partially disinherit him when  he found out that she left him only half of her estate--leaving the other half to an aunt and cousin who cared for her in her last years when the son did not find time to do so. The son neither carried his burden to prove his mother's lack of capacity, nor did he successfully bear his burden to establish undue influence. Apart from the legal issues, the background facts tell the sad tale of a mother and son whose relationship deteriorated in the mother's last years and she showed her displeasure in one of the most permanent methods available to a dying person.

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As a follow-up to my recent comments here on the memoir of U.S. Supreme Court Justice Clarence Thomas called My Grandfather's Son, that was just released earlier this month, here  is a website called the Justice Thomas Appreciation Page, that appears to be focused on providing links and excerpts supportive of this exemplary man.

UPDATE: The Wall Street Journal  today has an op-ed piece here by Harvard law professor Jeannie Suk that thoughtfully compares the treatment of Justice Thomas during (and after) his confirmation hearings and concludes that, quite simply, he was treatly unfairly--especially when compared to how other high-profile political figures were treated in connection with similar accusations.

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In re Kent County Adequate Public Facilities Ordinances Litigation, 2007 WL 2875204 (Del. Ch. Sept. 26, 2007), read opinion here. This Chancery Court decision explains the reasoning for an order that certified an interlocutory appeal, and addresses the first leg (at the trial court level) of an interlocutory appeal of the denial of a motion for preliminary injunction, based on Supreme Court Rule 42.  At footnote 9, the Chancery Court also compared Supreme Court Rule 42(b) with Supreme Court Rule 41(b), and concluded that the reference in Rule 42(b) to the criteria of Rule 41(b) did not include the introductory language in 41(b).

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In Brandywine River Properties LLC v Maffett, 2007 WL 2804053 (Del.Ch., Sept. 28, 2007), read opinion here, the Chancery Court applied and discussed Chancery Court Rule 59(f) in connection with a motion for reargument which in some ways seemed to have been cloaked in a request for clarification. The facts of the case involved the specific performance of an option to purchase real estate. Issues developed after the first decision regarding which party would pay certain costs and taxes after the hypothetical date the court chose for giving equitable ownership to one party.

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 In Baypo Limited Partnership v. Technology JV, LP, 2007 WL  2896369 (Del. Ch., Oct. 2, 2007), read opinion here, the Chancery Court addressed the arbitrability of a claim for reformation of a contract. The opinion includes an introductory summary of the case that is more useful as a short overview than I could otherwise provide in a short blurb for this blog post. Here is how the court introduced the case:

 The plaintiffs in this action lost in arbitration
based on contract language they claim does not
reflect the agreement of the parties but instead (at
least as interpreted by the arbitrators) is the result of
mistake. The plaintiffs now seek to reform the
contract, arguing that their claim for reformation is
not subject to the otherwise broad arbitration clause
governing the parties' commercial relationship. The
defendants move to dismiss arguing, among other
things, that the claims asserted are subject to
arbitration.
In light of the recent decision of the Delaware
Supreme Court in James & Jackson LLC v. Willie
Gary, [FN1] the court must first determine whether,
under the terms of the parties' agreement, the issue of
arbitrability is one that must be addressed by an
arbitrator, rather than by the court. Having reviewed
the relevant agreements, the court concludes that the
issue of arbitrability is for an arbitrator to decide
because the arbitration clause is broadly worded,
expressly references the Rules of the American
Arbitration Association, and explicitly provides that
an arbitrator shall decide all substantive and
procedural issues related to disputes. The court
reaches this conclusion despite the fact that the
arbitration provision expressly permits limited access
to the courts for injunctive or equitable relief to
protect the rights of the parties or the status quo
during the pendency of an arbitration. That limited
right to judicial access does not negate the clear
intention of the parties to assign issues of arbitrability
to an arbitrator.
FN1. 906 A.2d 76 (Del.2006).

I summarized on this blog here the recent Delaware Supreme Court decision in the Willie Gary case that is refered to in the foregoing quote (and I was representing one of the parties in that case as well.)  As I said in the summary of that case,  and as applies equally in this case, this decision highlights the need to be especially careful in the drafting of an arbitration clause if one is interested in seeking any type of equitable relief in the Chancery Court.

The Chancery opinion in this case describes in extensive detail the complex inter-related agreements for a large transaction that led to the litigation.

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In Louisiana Municipal Police Employees' Retirement System v. Countrywide Financial Corporation, 2007 WL 2896540 (Del. Ch., Oct. 2, 2007), read opinion here, the Chancery Court allowed a statistical analysis to provide the necessary "credible basis" of wrongdoing which is a necessary element of establishing a right to books and records of a corporation--based on a suspicion of wrongdoing-- under Section 220 of the Delaware General Corporation Law ("DGCL").

The court acknowledged that its decision was a "close call" and the court was not at all convinced that any wrongdoing occurred, but there was (barely) enough evidence presented at trial to pass the low threshold for the limited purposes of this summary proceeding. In fact, the court emphasized that the "only evidence" presented at trial to support the "suspicion of possible corporate misconduct is a statistical correlation suggesting the possibility of backdating or springloading of certain stock options granted to corporate executives ... between 1997 and 2002."

An insight into how easily this case could have been decided differently, is indicated by the very first sentence of the opinion which quotes the famous observation that: "there are three kinds of lies: lies, damned lies and statistics". The court then explained that in its opinion it was toiling in "last category" and was required to "probe what would appear to be the outer limits of the minimal quantum of evidence that would constitute a proper purpose to inspect corporate books and records" under DGCL section 220.

As can be seen from typing "220" in the search box in the right margin of this blog, over the almost three years that I have been summarizing key decisions of the Chancery Court and Supreme Court on these pages, I have probably summarized more decisions applying DGCL section 220 than decisions applying any other  single section of the DGCL.  I have not done a statistical analysis of the exact number of cases summarized  on this blog over the last three years in order to categorize those summaries according to the various sections of the DGCL, but I am simply supplying  the best of my recollection. These section 220 cases are among the more useful "tools" for the "toolbox" of the business litigator--especially when a statistically significant number of cases from the Delaware Supreme Court over many years have instructed parties and their counsel to seek books and records under section 220 prior to filing a derivative complaint or related types of complaints against corporations. However, as this case suggests,  a 220 demand is not always a simple matter, and it often requires a trial (and the attendant expense) to establish one's right to books and records under 220.

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In the case of In Re Career Education Corporation Derivative Litigation, 2007 WL 2875203 (Del. Ch., Sept. 28, 2007), read opinion here, the Delaware Chancery Court dismissed this derivative suit as a result of the ruling by a federal court in Chicago involving the same basic claims and defendant company, and based on the Chicago court's conclusion that the Chicago action needed to be dismissed due to failure to satisfy the pre-suit demand requirement.

In addition to fundamental pleading  requirements for  derivative actions under Aronson and Rales, the Chancery Court decision discusses issue preclusion, collateral estoppel and res judicata. After a careful parsing of the facts and the allegations in the Chancery case compared with the allegations in the Chicago case, as well as what that court already specifically decided, the Chancery Court reasoned that in light of the Chicago court's decision to dismiss the substantially similar allegations, the plaintiff in the Chancery case was barred from proceeding. The Chancery Court's analysis is much more  detailed and scholary than space and time permit me to amplify for purposes of this blog post, though any reader interested in the foregoing issues should read the full opinion at the above link. (It is not a short opinion). Notably, the Chancery Court distinguished the applicability of another Chancery decision as follows:

This court recently addressed the preclusive effect of a
judgment in a derivative action in federal court on a
plaintiff's demand futility allegations in West Coast
Management & Capital, LLC v. Carrier Access Corp.
[FN52][ 914 A.2d 636 (Del. Ch.2006).] 

In that case,[summarized here] the court followed the full faith
and credit requirements "constitutionally mandated"
in federal court. The court also observed that, "when
the original decision is in federal court, federal issue
preclusion law likely applies." [FN53] The West
Coast case did not determine, however, the extent to
which issue preclusion applies to a subsequent action,
such as this case, commenced by a different
derivative plaintiff. [FN54]

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Professor Larry Ribstein posts here  on his Ideoblog, an excerpt from one of his books that discusses a  7th Circuit decision of Judge Posner in connection with the EEOC's claims against the Sidley Austin law firm--of course, prior to the very recent settlement of $27.5 million that was reached between the EEOC and Sidley Austin in connection with claims of age discrimination by 32 partners. The case discussed is: Equal Employment Opportunity Commission v. Sidley Austin Brown & Wood, 315 F.3d 696 (7th Cir. 2002).

Judge Posner's opinion, as discussed by Prof. Ribstein, addresses the issue of whether partners are considered employees for purposes of federal age discrimination law as opposed to state law. The issue is one that any partner in a large firm would be interested in reading about, because it addresses the realities of what it really means to carry the title "partner" in a large law firm setting. The title also has many variations such as equity partner and contract partner which will influence how the courts interpret that title in the context of claims made by--or against--those partners. Due to the settlement, however, some of those issues will not be definitively addressed, at least in the Sidley Austin case.

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U.S. Supreme Court Justice Clarence Thomas' memoir called My Grandfather's Son, was just released last week and I read it over the weekend. I found it very inspirational. It should be required reading for anyone who strives to succeed in the face of adversity. His book is an example of how one can maintain high standards despite the onlsaught of contrary public opinion and in the face of immense peer pressure. I could write much more about why I found the book inspirational and I may at some point make a list of the many passages that were so quotable that they should be used as a reference for anyone who is buffeted by the hegemony of certain powerful groups and their attacks on heterodoxy.

I also read the op-ed article by Frank Rich in yesterday's New York Times about the book, and in my view the article was a mean-spirited and disrespectful attack. In some ways, the article vindicated and supported some of the views in the book, however, to the extent that it described certain intellectual elites (or those who think they are) as taking a "no holds barred" approach to crushing anyone who is not part of their "politically correct" club. One passage of the book that is especially memorable is where Justice Thomas describes some of the rich white men criticizing his record on civil rights and affirmative action, as similar to a fat guy lecturing a starving man about hunger. As someone who was born and raised initially in a house with no running water or electricity, and who suffered from racial discrimination most of his life, Justice Thomas is in an unsurpassed position to be able to identify those who would use social theories to support their own political or personal agendas.

Here is a post on the general topic today by The Wall Street Journal Law Blog, and here  is a rebuttal to the article by Frank Rich from law professor Orin Kerr.

UPDATE: Here is an article by Thomas Sowell about Clarence Thomas and a refutation of Anita Hill's accusations.

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Here is an update from Professor Bainbridge on an important business case in the U.S. Supreme Court. I quote from his email, which provides links to scholarly analysis of the case:

Next [week], the Supreme Court will hear oral argument in Stoneridge Investment Partners v. Scientific-Atlanta, arguably the most important securities law case to reach the Court in a decade. It requires the Court to decide whether third-parties, such as financial advisors, auditors, attorneys, or vendors, who engage in allegedly fraudulent transactions with a public corporation, but who do not speak or provide financial statements or other disclosures to investors can be held liable under SEC Rule 10b-5.  

I have two recent substantive posts on Stoneridge that might be of interest to you and, of course, your readers:

Stoneridge Investment Partners versus Scientific-Atlanta: An Introduction and Overview:

This post provides an overview of the facts of the case and the main legal issues presented.

Stoneridge and SOX Section 404: Conference Remarks:

This post looks at the the interaction of scheme liability and internal controls under Sarbanes-Oxley section 404.

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