Joseph M Mclaughlin

April 14, 2016 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn write: While a non-reliance provision that is not boilerplate, but is instead the product of negotiation between sophisticated parties dealing at arm's length, may negate claims of reasonable reliance on extra-contractual representations, Delaware courts have in some cases sustained fraud claims based on extra-contractual information despite a non-reliance provision. A recent Delaware Court of Chancery decision reconciles at least some of these decisions

By Joseph M. McLaughlin and Yafit Cohn

26 minute read

February 11, 2016 | New York Law Journal

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn, review the Delaware Court of Chancery's decision in 'Prairie Capital III v. Double E Holding Corp.,' which reinforces that an "exclusive representations" provision in an acquisition agreement, coupled with an integration clause and a clear non-reliance on extra-contractual representations provision, should bar fraud claims based on extra-contractual representations (including omission claims).

By Joseph M. McLaughlin and Yafit Cohn

12 minute read

December 10, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes that the Northern District of California recently grappled with a new whistleblower protection issue: whether directors who allegedly engage in retaliatory conduct may be liable under Sarbanes-Oxley and Dodd-Frank.

By Joseph M. McLaughlin

14 minute read

December 09, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes that the Northern District of California recently grappled with a new whistleblower protection issue: whether directors who allegedly engage in retaliatory conduct may be liable under Sarbanes-Oxley and Dodd-Frank.

By Joseph M. McLaughlin

14 minute read

August 13, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin reviews a recent Delaware Chancery Court ruling that a decision made by a board committee composed of a minority of the board will not be evaluated as a decision of the full board for demand futility purposes. Consequently, in order to avoid dismissal, the shareholder must point to particularized allegations in its complaint raising reasonable doubt that a majority of the board could impartially consider a demand to sue.

By Joseph M. McLaughlin

11 minute read

August 12, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin reviews a recent Delaware Chancery Court ruling that a decision made by a board committee composed of a minority of the board will not be evaluated as a decision of the full board for demand futility purposes. Consequently, in order to avoid dismissal, the shareholder must point to particularized allegations in its complaint raising reasonable doubt that a majority of the board could impartially consider a demand to sue.

By Joseph M. McLaughlin

11 minute read

June 11, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes: Last month, the Delaware Supreme Court ruled that regardless of the underlying standard of review for the board's conduct, a plaintiff must plead a non-exculpated claim against disinterested directors to avoid dismissal at the pleading stage. In so holding, the court reversed two decisions issued last year by the Court of Chancery and clarified the seminal 'Emerald Partners v. Berlin' decision, which those decisions interpreted.

By Joseph M. McLaughlin

11 minute read

June 10, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes: Last month, the Delaware Supreme Court ruled that regardless of the underlying standard of review for the board's conduct, a plaintiff must plead a non-exculpated claim against disinterested directors to avoid dismissal at the pleading stage. In so holding, the court reversed two decisions issued last year by the Court of Chancery and clarified the seminal 'Emerald Partners v. Berlin' decision, which those decisions interpreted.

By Joseph M. McLaughlin

11 minute read

April 09, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes: More and more companies have been experiencing data breaches, and predictably, consumers who believe their information was compromised have been suing the breached companies. But courts have been grappling with a threshold question: Have the consumer plaintiffs suffered an actual harm sufficient to establish standing to sue in federal court under Article III of the Constitution?

By Joseph M. McLaughlin

13 minute read

April 08, 2015 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes: More and more companies have been experiencing data breaches, and predictably, consumers who believe their information was compromised have been suing the breached companies. But courts have been grappling with a threshold question: Have the consumer plaintiffs suffered an actual harm sufficient to establish standing to sue in federal court under Article III of the Constitution?

By Joseph M. McLaughlin

13 minute read