Justia Civil Procedure Opinion Summaries

Articles Posted in Mergers & Acquisitions
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The Second Circuit vacated the district court's dismissal of plaintiff's complaint, based on forum non conveniens grounds, alleging claims for damages under federal and state law in connection with a ʺgoing private mergerʺ by which certain controlling defendants purchased American Depositary Shares (ADSs) from Dangdang's minority shareholders.The court held that the district court abused its discretion by failing to consider the forum selection clause contained in the relevant documents and its impact on the forum non conveniens analysis. The court rejected defendants' claim that plaintiffs waived their reliance on the forum selection clause by failing to raise the issue in the district court. The court also held that remand to the district court was necessary for the district court to consider the scope and enforceability of the forum selection clause. View "Fasano v. Li" on Justia Law

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The First Circuit reversed the district court’s denial of Eric Blattman’s motion to compel Thomas Scaramellino to respond to questions regarding certain documents in this appeal arising out of a civil action brought in a Delaware federal court concerning a corporate merger between Efficiency 2.0 LLC (E2.0) and C3, Inc.As part of the Delaware action, Blattman attempted to depose Scaramellino, the founder of E2.0. At the deposition, Scaramellino refused to answer questions about the documents at issue by asserting attorney-client privilege and work-product protection. Blattman filed a motion to compel Scaramellino to respond to his questions regarding the documents. The district court denied the motion to compel based on Scaramellino’s assertion of the work-product protection. The First Circuit reversed, holding that the district court erred in ruling that Scaramellino was entitled to assert the work-product protection to defeat Blattman’s motion to compel. View "Blattman v. Scaramellino" on Justia Law