Stockholder lacked standing to enforce merger agreement, and the agreement did not confer stockholders with third-party beneficiary status to pursue lost-premium damages while the target company pursued specific performance of the merger.

The court denied defendants' motion to dismiss plaintiffs' derivative complaint which alleged that one defendant had made a sham offer to purchase another defendant's high vote stock to trigger a call right, which in turn resulted in significant monetary benefits to both defendants and harm to nominal defendant.

Supplemental proxy disclosures that were only marginally helpful to shareholders and were not clearly material to their analysis only supported a minimal award of legal fees and costs to plaintiff stockholder.

BIA Properly Exercised Discretion to Deny Alien Cancellation of Removal

Robert Erdely v. Estate of George Airday et al.

Court granted motion to compel on the grounds that defendant corporation could not invoke the attorney-client privilege as a means to withhold materials within a certain time frame spanning over two years. The court did however hold that the corporation could assert the privilege regarding communications that were related to books and records that the director had intentionally released, thus removing it from the circle of confidentiality.

Viacom Has No Duty to Perform Due Diligence on Their Underwriters' Proposed Conflicts

The court granted defendant's motion to dismiss finding that plaintiffs failed to plead sufficient facts to demonstrate that the business judgment rule should not apply to a complaint challenging a merger transaction between defendant majority stockholder and another company.

Securities Misstatement Suit Dismissed; Drug Maker Did Not Falsify, Conceal Trial Data