New York — People v. Credit Suisse Securities (USA) LLC, No. 40, decided 6/12/18. The New York Court of Appeals ruled that civil enforcement actions brought under the Martin Act – which authorizes the Attorney General to investigate and enjoin fraudulent practices in the marketing of stocks, bonds and other securities within or from New York State - is subject to a three-year statute of limitations.

Delaware — Certisign Holdings, Inc. v. Kulikovsky, No. 12055, decided 6/7/18. The Delaware Chancery Court held that a director breached his fiduciary duty of loyalty by refusing to sign documents, for solely personal reasons, that would have allowed the corporation to remedy its defective capitalization without judicial intervention.

North Dakota — Flaten v. Couture, No. 20170255, decided 6/5/18.  The North Dakota Supreme Court affirmed a ruling that a Nevada Series LLC was liable on a contract entered into by one of its series.  The LLC was named as defendant and the defendants did not raise the issue of the series being the responsible party until after the judgment was entered.

Delaware — City of North Miami Beach General Employees’ Retirement Plan v. Dr Pepper Snapple Group, Inc., No. 0227, decided 6/1/18. The Delaware Chancery Court held that the stockholders of the parent corporation of a subsidiary involved in a merger were not entitled to appraisal rights under Sec. 262 of the General Corporation Law because the parent was not a constituent to the merger and the stockholders were not relinquishing their stock.

Virginia — Davis v. MKR Development, LLC, No. 171020, decided 5/31/18.  The Virginia Supreme Court ruled that amendments to the Limited Liability Company law governing member derivative suits did not abolish the futility exception to the demand requirement.

Texas — Mota v. Beacon Bay Asset Mgmt. LLC, 3:17-cv-1862, decided 5/30/18.  The U.S. District Court, Northern District of Texas held that while the court lacked statutory authority to appoint counsel for an LLC that could not afford it, as the statute only permits such an appointment for individuals, the court’s inherent powers encompass the appointment of counsel for an LLC in exceptional circumstances.

New York — Matter of Shau Chung Hu v. Lowbet Realty Corp., 161 A.D.3d 986, decided 5/16/18.  The New York Supreme Court, Appellate Division held that a former president of a corporation had apparent authority to sign a deed selling the corporation’s real property where the corporation failed to update its public records to indicate that she was no longer the president.

Federal — Jesner v. Arab Bank, No. 16-494, decided 4/26/18.  The U.S. Supreme Court, in a 5-4 decision, held that foreign (non-U.S.) corporations cannot be sued under the Alien Tort Statute – the federal law that allows foreign plaintiffs to use the U.S. federal courts to sue for alleged human rights and other tortious violations of international law. 

Federal — Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, decided 3/20/18.  The United States Supreme Court ruled that state courts have jurisdiction over class actions alleging violations of only the Securities Act of 1933 and defendants are not empowered to remove such actions to federal court.

Digital Realty Trust v. Somers, No. 16-1276, decided 2/21/18. The U.S. Supreme Court unanimously ruled that the anti-retaliation protections of the Dodd-Frank act only apply to whistleblowers who reported violations to the SEC. The statute’s definition of “whistleblower” unambiguously precluded expanding the term to cover people like the plaintiff in this case, who reported suspected securities law violations internally, but not to the SEC.