Source: http://feeds.celebritybabies.com/~r/celebrity-babies/~3/2iwzp-evlOA/
Ana Ivanovi Ana Paula Lemes Ananda Lewis Angela Marcello Angelina Jolie
Source: http://legaltalknetwork.com/podcasts/gone-clio/2012/08/gone-clio-with-attorney-michael-j-p-schewe/
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Charisma Carpenter Charli Baltimore Charlies Angels Charlize Theron Chelsea Handler
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Source: http://legaltalknetwork.com/podcasts/lawyer-2-lawyer/2012/03/inside-the-trayvon-martin-tragedy/
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The movie tie-in edition of "20 Times a Lady"—now called "What's Your Number?"—is now available wherever fine books are sold!
To celebrate its publication, a few of my favorite readers came up with these great reviews...
"What's Your Number? is like Harry Potter minus the wizards, wands, and Lord Voldemort." —Michelle Bell
"What's Your Number? is like Gone With the Wind except with less hoop skirts and poverty and more beaus..." —Karen Meyer
"What's Your Number? is like To Kill a Mockingbird without all the racism and children." —Julie Stone
Thanks ladies!
Please add your review in the comments!
Source: http://www.prettyinthecity.com/blog/2011/9/7/reader-reviews.html
For the second week in a row, movie-goers sent "Monsters University" to the top spot at the box office for the weekend of June 28-30, 2013.
The prequel to Disney/Pixar's 2001 hit "Monsters, Inc." scooped up $15.2 million on Friday and garnered a three-day total of $44.5 million for its sophomore weekend.
The Melissa McCarthy- and Sandra Bullock-fronted newcomer "The Heat" opened in the second spot with a $15 million Friday and a solid $40 million total.
Rounding out the top five in earmarked earnings are Brad Pitt's "World War Z" ($29.2 million) in third, the Channing Tatum and Jamie Foxx thriller "White House Down" ($26 million) in fourth, and "Man of Steel" ($20.5 million) in fifth.
Source: http://celebrity-gossip.net/movies/box-office-monsters-university-still-head-class-880621
Hilary Duff Hilary Swank Isla Fisher Ivana Bozilovic Ivanka Trump
Source: http://legaltalknetwork.com/podcasts/legal-toolkit/2012/07/the-legal-trade-show-survival-guide/
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Big-screen adaptation of the best-selling novel will hit theatres August 1.
By Christina Garibaldi
"Fifty Shades of Grey"
Photo: Vintage
Source:
http://www.mtv.com/news/articles/1709704/fifty-shades-grey-movie-summer-2014.jhtml
Gisele Bündchen Giuliana DePandi Giulianna Ramirez Grace Park Gretha Cavazzoni
Invalidating a key Civil Rights era statutory provision designed to stop efforts to impede blacks from voting in the nation’s southern states, the U.S. Supreme Court struck down the preclearance coverage formula under the Voting Rights Act, ruling that it violates states’ sovereignty rights.
While the Act’s general prohibitions of discrimination based on race or color remain intact, the 5-4 decision in Shelby County v. Holder invalidates § 4 of the statute, which establishes a formula to determine what voting districts are subject to an additional preclearance requirement that bars any change in voting procedures without preapproval by the U.S. Department of Justice.
The decision strikes only the preclearance coverage formula, which was originally designed to expire after five years, not the preclearance requirement itself established by § 5 of the Act. The ruling prevents Congress from continuing to reauthorize the preclearance requirement without devising a new formula based on the current climate.
Writing for the majority, Chief Justice John G. Roberts Jr. noted the “exceptional conditions” that existed when the statute was enacted that justified a departure from the general rule barring federal preapproval of state and local laws. But without a finding based on determination of current conditions, the provision does not continue to pass constitutional muster.
“Nearly 50 years later, things have changed dramatically,” Roberts wrote. Yet “Congress did not use the record it compiled to shape a coverage formula grounded in current conditions. It instead reenacted a formula based on 40-year-old facts having no logical relation to the present day.”
In a dissent that she announced from the bench, Justice Ruth Bader Ginsburg wrote that the decision of whether preclearance requirements are necessary rests with Congress, not the court. Congress had sufficient factual basis to reauthorize, Ginsburg said, as the record for the 2006 reauthorization made “abundantly clear.” Justices Stephen G. Breyer, Sonia M. Sotomayor and Elena Kagan joined Ginsburg’s dissent.
Claire Guthrie Gastañaga, Executive Director of the ACLU of Virginia, said in a prepared statement that the Shelby County decision “blocked the single most effective instrument of fairness in place since 1965.”
According to the ACLU, the preclearance process blocked 15 discriminatory voting laws in Virginia between 1982 and 2006, including a $45 fee one party proposed to impose on convention delegates – a practice overturned as a poll tax.
Gastañaga said the ACLU would urge Congress to rewrite the preclearance formula. Section 2 of the Voting Rights Act continues to bar voting policies and practices that are discriminatory, she said.
-Kimberly Atkins, with additional reporting by Deborah Elkins
Source: http://valawyersweekly.com/vlwblog/2013/06/25/court-strikes-down-voting-acts-preclearance-formula/
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Obesity can be a disability, at least in Montana.
Full decision: BNSF Railway v. Feit (Montana 07/06/2012)
Feit got a ruling from the Montana Department of Labor that BNSF Railway discriminated against him by refusing to hire him because BNSF regarded him as being disabled due to his obesity.
BNSF then went to federal court to get a review of whether it violated the Montana Human Rights Act (MHRA) by refusing to hire Feit because of his obesity.
The federal court then asked the Supreme Court of Montana to decide how to rule, asking this question: Is obesity that is not the symptom of a physiological condition a "physical or mental impairment" as it is used in Montana Code Annotated section 49-2-101(19)(a)?
The Montana Supreme Court answered with a qualified yes. The court answered: Obesity that is not the symptom of a physiological disorder or condition may constitute a "physical or mental impairment" within the meaning of Montana Code Annotated section 49-2-101(19)(a) if the individual's weight is outside the "normal range" and affects "one or more body systems" as defined in 29 CFR 1630.2(h)(1)(2011).
The federal court laid out these facts:
1. BNSF offered Eric Feit a conditional offer of employment as a conductor trainee. The employment was conditioned upon successful completion of a physical examination, drug screening, background investigation, proof of employment eligibility, and BNSF’s Medical History Questionnaire.2. On February 6, 2008, BNSF informed Feit he was not qualified for his “safety sensitive” position because of the “significant health and safety risks associated with extreme obesity.”
3. BNSF told Feit he would not be considered for the job unless he either lost 10% of his body weight, or successfully completed additional physical examinations at his own expense. Regardless of the test results, BNSF did not guarantee Feit a job.
4. With the exception of a sleep study test, Feit successfully completed the additional physical exams BNSF requested. The sleep test cost at least $1,800, and Feit could not afford the test.
5. Because BNSF informed Feit that it would not consider him for the conductor trainee position unless he completed the sleep study, Feit set out to lose 10% of his weight.
6. A genuine dispute exists regarding whether BNSF received documentation of Feit’s weight loss.
The Montana Supreme Court noted that the EEOC Interpretive Guidance distinguished between conditions that were impairments and conditions that were simply physical characteristics, which suggested that a person with normal weight required a physical condition to qualify as an impairment. The court referred to the ADAAA which instructed courts that they were interpreting the statute too restrictively and expressed its specific intent that determination of disability not demand extensive analysis (122 Stat. at 3553-54).
The DISSENT noted that the definition of a "physical and mental impairment" included "any physiological disorder, or condition" that affects a major system of the human body (29 CFR 1630.2(h)(1)), and argued that the plain meaning required a physiological condition be present before an impairment existed.
Source: http://www.lawmemo.com/blog/2012/07/obesity_can_be.html
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Right now, the new "Terminator" movie announced by Annapurna Pictures and Skydance Productions for a summer 2015 release date is a total mystery. We know that it's a "reboot" and the start of a "stand-alone trilogy" that Arnold Schwarznegger might star in.
That being said, a number of rumors and the scant parameter we do know of limit the possibilities of what the new "Terminator" trilogy can be. Assuming that Arnold is set to return in a lead role, this is what we (think we) know so far about the next "Terminator."
Arnold has to be human.
Schwarzenegger, like all mortals, has aged over the years. Though he may be in great physical shape given his age, 65, Arnie isn't the young man fresh off of the Mr. Olympia circuit that he was in 1984, when the first "Terminator" hit theaters. If Schwarzenegger was to step back into the role of the T-800, the robotic killing machine might look curiously haggard, as if he had just finished two terms as governor of California and gone through one of the messiest public divorces in history. "Dude, Terminator looks rough!"
He has to be the model for the T-800.
If Schwarzenegger's character is human, how do you explain his uncanny resemblance to the Terminator that hunts Sarah Connor in the first film and protects her son John in the second? That question would logically be a central element of the movie, which would reveal what this guy, whoever he is, does to become the image of killing efficiency.
This deleted scene is getting reconned.
It's either set it in the past...
The most high-profile rumor to surface since Annapurna and Skydance took over the rights to the franchise originated at Examiner.com, which claimed that Dwayne Johnson was wanted for a role. The site reported exclusively that Johnson would play a Terminator sent back to the 1940s or 1950s, traveling further down the Connor bloodline in an attempt to stop John from being the ultimate robot defeater he becomes. Schwarzenegger would play the man who stops the futuristic assassin using period-appropriate technology, thus impressing the robotic overlords and becoming the model for the T-800.
...or in the future.
This option is slightly more problematic because the timeframe would make it less "stand-alone" — as today's press release indicated it would be — since it would have to come between "Terminator 3: Rise of the Machines" and "Terminator Salvation," when the Arnie T-800 first showed up. This also narrows the window for the trilogy significantly, making a future-set, Schwarzenegger-centric less likely.
What do you want to see in a new "Terminator" movie? Let us know in the comments below and on Twitter!
Source: http://moviesblog.mtv.com/2013/06/28/terminator-5-everything-we-know-about-the-new-movies/
Anna Kournikova Anna Paquin AnnaLynne McCord Anne Marie Kortright April Scott
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In a nationally televised interview with the Today show’s Matt Lauer, Paula Deen broke down in tears as she slammed the racial slur accusations that have ruined her reputation and business empire.
In February of 2012, the city of St. Paul withdrew its appeal to the United States Supreme Court in Magner v. Gallagher just weeks before oral argument. The case was a discrimination case under The Fair Housing Act. Reportedly, civil rights groups pressured St. Paul to drop the case out of fear that the disparate impact provisions in the Fair Housing Act would be weakened.
Now, the same issue is back before the high court, which yesterday accepted cert in Mt. Holly Gardens Citizens in Action v. Mt. Holly. Forbes online describes Mt. Holly as the first impact to reach the Supreme Court since the administration was accused of engineering a settlement that “squelched” the St. Paul case.
Also according to Forbes, Philadelphia lawyer John Culhane said, “The perception is the Supreme Court has taken this case because it feels there is no disparate-impact theory of liability, and is prepared to rule to that effect.” The Third Circuit ruled that plaintiffs had made a prima facie case of disparate impact.
Magner has been on hold in Minnesota federal court while the parties awaited the Supreme Court’s determination on Mount Holly.
Source: http://minnlawyer.com/minnlawyerblog/2013/06/18/mt-holly-takes-the-place-of-squelched-st-paul-suit/
From The Lone Ranger to Iron Man 3, check out our picks for the season's biggest films.
Autumn Reeser Avril Lavigne Bali Rodriguez Bar Refaeli Beyoncé
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Source: http://legaltalknetwork.com/podcasts/ringler-radio/2012/11/burn-injury-litigation/
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Emmy Rossum Erica Leerhsen Erika Christensen Estella Warren Esther Cañadas
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The new mom posts cute pics of sister Khloe! Check out other cute and candid moments from the stars.
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Hov gets deep in new previews of Magna Carta Holy Grail tracks 'Heaven,' 'Jay-Z Blue.'
By James Montgomery
Source:
http://www.mtv.com/news/articles/1709754/jay-z-heaven-blue-ivy.jhtml
Aki Ross Alecia Elliott Alessandra Ambrosio Alexis Bledel Ali Campoverdi
Jamie Foxx and Channing Tatum get thumbs up from critics, but reviewers say movie is 'dumb.'
By Todd Gilchrist
Channing Tatum in "White House Down"
Photo: Columbia Pictures
Source:
http://www.mtv.com/news/articles/1709744/white-house-down-movie-reviews.jhtml
Source: http://legaltalknetwork.com/podcasts/ringler-radio/2012/07/nsstas-take-the-hill/
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His 'Welcome to the Rileys' co-star says his death last week 'gutted' her.
By Jocelyn Vena
Source:
http://www.mtv.com/news/articles/1709589/james-gandolfini-kristen-stewart.jhtml
Source: http://blogs.wsj.com/law/2013/06/26/highlights-from-the-proposition-8-ruling/?mod=WSJBlog
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Samuel L. Jackson, Ryan Reynolds and more watch co-star hit the stage.
By Brenna Ehrlich
Source:
http://www.mtv.com/news/articles/1709726/snoop-dogg-turbo-barcelona-premiere.jhtml
Jamie Gunns Jamie Lynn Sigler Janet Jackson January Jones Jennie Finch
Source: http://legaltalknetwork.com/podcasts/ringler-radio/2012/12/the-fiscal-cliff-impact/
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Don Lewis will look into the city of St. Paul’s internal processes regarding the landslide at Lilydale Regional Park on May 22 where two children died, Mayor Chris Coleman announced today. Lewis is the dean of Hamline University School of Law and of counsel to the law firm Nilan Johnson Lewis.
The children were hiking in the park when a steep slope soaked by rain gave way.
St. Paul has already hired geo-engineering firm Northern Technologies to determine the cause of the landslide. Findings from both the NTI report and the independent investigation will be made public upon its completion.
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Source: http://legaltalknetwork.com/podcasts/ringler-radio/2012/09/nsstas-leadership/
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Source: http://www.pinkisthenewblog.com/2013-06-28/blue-ivy-reigns-in-her-moms-new-tumblr-photos
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Henry Cavill landed in the States at LAX on Wednesday.
Wait. Why is Superman at the airport? He don't need no stinkin' plane!
Henry must really be proud of his role as the Man of Steel - check out the Superman insignia on the back of his cell phone!
Henry chatted away as he made his way out of the airport. He arrived on an international flight, probably just getting back from the Man of Steel premiere down under in Australia!
That's a long flight! Next time, just take to the sky yourself, Henry! There may not be an inflight meal, but it'll be a lot faster!
Ch-ch-check out more of Henry arriving at LAX! (below)
[Image via STS/WENN.]
Source: http://perezhilton.com/2013-06-28-henry-cavill-lands-at-lax-talking-on-his-cell-phone
Jamie Gunns Jamie Lynn Sigler Janet Jackson January Jones Jennie Finch
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Source: http://www.law.com/jsp/nlj/PubArticleNLJ.jsp?id=1202607374340&rss=rss_nlj
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Source: http://www.pinkisthenewblog.com/2013-06-27/first-lady-michelle-obama-joins-instagram
While promoting her new comedy The Heat, you'd think Sandra Bullock would be out-funnied at every turn by co-star Melissa McCarthy. Not so! Somewhere along the line, Sandy became one of the funniest talk show guests we've ever seen. To wit, here are two back-to-back interviews showcasing Bullock's sly humor and impeccable timing.
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The NLRB this week made public a number of significant decisions, most reached in the final days of the term of Member Brian Hayes, which ended on December 16. The Board continues with three members, Chairman Mark Gaston Pearce and Members Richard F. Griffin, Jr. and Sharon Block.
The decisions touch on a variety of issues including social media postings, charter school jurisdiction, backpay awards, the chargeability of certain union lobbying expenses, and an employer’s responsibility to continue dues collection after the expiration of a contract.
Hispanics United of Buffalo
The Board found that the employer unlawfully fired five employees because of their Facebook posts and comments about a coworker who intended to complain to management about their work performance. In its analysis, the Board majority applied settled Board law to the new world of social media, finding that the Facebook conversation was concerted activity and was protected by the National Labor Relations Act. Member Hayes dissented.
Alan Ritchey, Inc.
In a unanimous decision that resolved the last of the two-member cases returned following the 2010 Supreme Court decision in New Process Steel, the Board found that where there is no collectively-bargained grievance-arbitration system in place, employers generally must give the union notice and an opportunity to bargain before imposing discipline such as a discharge or suspension on employees. Member Hayes was recused.
Latino Express
In a decision that will affect most cases in which backpay is awarded, the Board decided to require respondents to compensate employees for any extra taxes they have to pay as a result of receiving the backpay in a lump sum. The Board will also require an employer ordered to pay back wages to file with the Social Security Administration a report allocating the back wages to the years in which they were or would have been earned. The Board requested briefs in this case in July 2012. Member Hayes did not participate in the case.
Chicago Mathematics & Science Academy
Rejecting the position of a teachers’ union, the Board found that it had jurisdiction over an Illinois non-profit corporation that operates a public charter school in Chicago. The non-profit was not the sort of government entity exempt from the National Labor Relations Act, the Board majority concluded, and there was no reason for the Board to decline jurisdiction. Member Hayes dissented in part.
United Nurses & Allied Professionals (Kent Hospital)
The Board, with Member Hayes dissenting, addressed several issues involving the rights of nonmember dues objectors under the Supreme Court’s Beck decision. On the main issue, the majority held that, like all other union expenses, lobbying expenses are chargeable to objectors, to the extent that they are germane to collective bargaining, contract administration, or grievance adjustment. The Board invited further briefing from interested parties on the how it should define and apply the germaneness standard in the context of lobbying activities.
WKYC-TV, Gannet Co.
Applying the general rule against unilateral employer changes in terms and conditions of employment, the Board found that an employer’s obligation to collect union dues under a check-off agreement will continue after the contract expires and before a bargaining impasse occurs or a new contract is reached. Member Hayes dissented.
Source: http://www.lawmemo.com/blog/2012/12/nlrbs_recent_si.html
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Josh Horowitz and Steven Smith will take fans behind the scenes of the San Diego convention beginning July 18.
By Todd Gilchrist
Tyler Hoechlin
Photo: Getty Images
Source:
http://www.mtv.com/news/articles/1709457/mtv-san-diego-comic-con-2013.jhtml
Christina DaRe Christina Milian Christina Ricci Chyler Leigh Ciara
Source: http://www.law.com/jsp/nlj/PubArticleNLJ.jsp?id=1202608685975&rss=rss_nlj
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Source: http://blogs.wsj.com/law/2013/06/27/supreme-court-looks-at-oklahoma-abortion-law/?mod=WSJBlog
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Making his big acting debut, Patrick Schwarzenegger showed up at the New York City premiere of “Stuck in Love” last night (June 26).
Joined by costars Nat Wolff and Liana Liberato, the 19-year-old son of Arnold Schwarzenegger looked cool and confident in a dapper grey suit as he mingled outside the Sunshine Landmark Theater.
Slated to hit theaters July 5th, “Stuck in Love” also features stars like Kristen Bell, Greg Kinnear, Jennifer Connelly, and Lily Collins.
Per the synopsis, “An acclaimed writer, his ex-wife, and their teenaged children come to terms with the complexities of love in all its forms over the course of one tumultuous year.”
Source: http://celebrity-gossip.net/patrick-schwarzenegger/stuck-love-nyc-879310
Roanoke lawyer Paul M. Black has been selected by appeals court judges as a U.S. bankruptcy judge for the Western District of Virginia. He will succeed Chief Judge William F. Stone Jr.
Black received his undergraduate degree from Washington & Lee University in 1982 and his law degree from the University of Richmond law school in 1985. He served as law clerk to U.S. Bankruptcy Judge Blackwell N. Shelley in Richmond. After practicing law in Richmond for several years, he returned to Roanoke in 1991 to join the law firm of Melchionna, Day, Ammar & Black.
Black is now a member of the firm of Spilman, Thomas & Battle in Roanoke, where he is co-chair of the firm’s bankruptcy and creditors’ rights practice group. Since 2007, he has served as a member of the Virginia State Bar Disciplinary Board.
Black’s appointment is subject to a routine series of background checks, according to the announcement Tuesday from Chief U.S. District Judge Glen Conrad and Stone.
Source: http://valawyersweekly.com/vlwblog/2013/06/26/black-picked-for-bankruptcy-judge/
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As the reality star celebrates her birthday, see the evolution of her romance with her hubby.
Heidi Montag Hilarie Burton Hilary Duff Hilary Swank Isla Fisher
The technology behind action figures, especially those cast in the likenesses of A-list actors, have come a long way since "Star Wars" kicked off the merchandising state we now live in. Now we have 3-D scans of actors shrunken down to fit in the palm of your hand, but that always wasn't the case.
The folks over at Next Movie are serving up a reminder of just how far we've come with a new series of Photoshops that insert classic action figures in the posters of movies featuring the character. The result is a vaguely recognizable poster for "Star Wars" and a several other one sheets filled the plastic (sort of) likenesses of some of our most iconic characters.
Check out the rest of the action figures posters over at Next Movie!
Source: http://moviesblog.mtv.com/2013/06/26/old-school-action-figures-posters/
Charisma Carpenter Charli Baltimore Charlies Angels Charlize Theron Chelsea Handler
Source: http://www.law.com/jsp/nlj/PubArticleNLJ.jsp?id=1202608787802&rss=rss_nlj
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Two decisions earlier this year by the Delaware Court of Chancery in which the Court (Noble, V.C.) reached opposite conclusions on the divergent facts before it, serve to highlight that determining whether a bidder is “serious” in its pursuit of the target is a key factor in analyzing a target director’s liability for “bad faith” in the context of a merger and acquisition (“M&A”) sales process under Delaware law.
Revlon Duties Generally
Once a board of directors has decided to pursue a process that will result in the sale of the corporation, it is obligated to maximize stockholder value by seeking the highest purchase price reasonably available. See Revlon, Inc. v. MacAndrews & Forbes Holdings, 506 A.2d 173 (Del. 1986). If the target’s certificate of incorporation includes the exculpatory provisions permitted by Section 102(b)(7) of the Delaware General Corporation Law, 8 Del. Code § 102(b)(7), a plaintiff who seeks to challenge the board’s decision must demonstrate that the board acted in “bad faith” in order to succeed on a breach of the duty of care claim. Accordingly, if the corporation has in place a Section 102(b)(7) exculpatory provision, a defendant’s motion to dismiss claims of breach of fiduciary duties in the M&A sales process context will be successful unless the plaintiff pleads facts supporting the conclusion that (1) directors breached their duty of loyalty (i.e., the majority of the board approving the transaction was “interested”) or (2) the directors acted in bad faith.
In re Novell, Inc. Shareholder Litigation, 2013 WL 322560 (Del. Ch. Jan. 3, 2013): Motion to Dismiss Denied
In March 2010, the board of directors of Novell, Inc. (“Novell”) issued a press release announcing that it was rejecting an unsolicited, non-binding offer to purchase the company for $5.75 per share and was retaining a financial advisor to “explore various alternatives to enhance stockholder value.” Over the next few months, fifty potential buyers were contacted, thirty potential buyers signed non-disclosure agreements and nine potential buyers submitted preliminary non-binding proposals. Novell’s board decided to pursue discussions with five of the potential buyers that had submitted non-binding proposals, including Attachmate Corporation (“Attachmate”). Subsequently, Attachmate, who, unlike the majority of bidders, had already been allowed to work with two strategic partners, indicated that it was having difficulties arranging financing and, unlike any other bidder, was allowed to seek additional financing. In August, the two remaining bidders, Attachmate and “Party C,” were asked to submit “best and final offer[s].” Even though Attachmate’s bid was $0.06 lower, it was granted exclusivity. During the exclusivity period, Microsoft offered to purchase certain patents and patent applications from Novell for $450,000,000, and Attachmate, unlike any other bidder, was told of the Microsoft offer and invited to submit a revised bid.
Ultimately, Novell’s board of directors accepted Attachmate’s revised bid, which reflected a purchase price of $6.10 per share. Upon public announcement of the transaction, certain Novell stockholders brought suit in Delaware Chancery Court against Novell’s board alleging, among other things, that the board had breached their fiduciary duties by conducting an “‘improper and opaque’ sales process [that] failed to maximize shareholder value” and had favored Attachmate over other bidders. Although the Court noted that the board was “not absolutely required to treat all bidders equally,” he did not dismiss the case at the pleading stage because the facts pled indicated that the board “treated Party C in a way that was both adverse and materially different from the way they treated Attachmate,” which supported “an inference that the Board’s actions were in bad faith.”
In re BJ’s Wholesale Club, Inc. Shareholders Litigation, 2013 WL 396202 (Del. Ch. Jan. 31, 2013): Motion to Dismiss Granted
In February 2011, the board of directors of BJ’s Warehouse Club, Inc. (“BJ’s”) issued a press release announcing that it had hired a financial advisor to “evaluate potential strategic alternatives.” Shortly thereafter, “Party A,” one of two direct channel competitors, expressed interest in acquiring BJ’s; however, because Party A “had no prior history of acquiring domestic companies” and BJ’s board of directors was “not comfortable sharing material, non-public information with a direct competitor,” Party A was rebuffed. Nonetheless, Party A submitted a conditional proposal to acquire the company in an all-cash transaction at a purchase price in the range of $55 to $60 per share. After two subsequent meetings with Party A, BJ’s board of directors determined that “it would not be in the best interest of [BJ’s] to pursue the expression of interest by Party A.”
Ultimately, BJ’s board of directors accepted a private equity offer that reflected a purchase price of $51.25 per share. Upon public announcement of the transaction, certain BJ’s stockholders filed suit in Delaware Chancery Court against BJ’s board of directors alleging, among other things, that the directors had breached their fiduciary duties by “shunn[ing] Party A . . . despite its superior offer of $55 to $60 per share.” The Court, echoing the concerns of the BJ’s board of directors, dismissed the action because, among other things, “Party A’s proposal was subject to further due diligence and regulatory analysis” and the board “had no reason not to rely on its [financial advisor’s] advice that strategic buyers, including Party A, would not likely be interested or that their interest would not lead to a serious offer.”
The “Crucial Difference”
In the BJ’s decision, Vice Chancellor Noble articulated the “crucial difference” between this case and Novell: the Novell board’s actions “occurred after the board had determined that the bidder was a serious participant,” while “the [BJ’s] board was making an initial assessment, in its business judgment, whether pursuit of Party A’s expression of interest was in the best interest of the Company and whether a transaction with Party A raised serious regulatory issues” (emphasis added). In other words, directors may have some leeway in their treatment of bidders in the initial stages of an M&A sales process; however, once a board of directors has adjudged bidders to be “serious,” it is imperative that the board treat all such bidders equally.
For further information, please contact David Sands at (213) 617-5536 or David Niemeyer at (213) 617-5590.
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While some critics appreciate the prequel's lighthearted fun, most don't rank it among Pixar's best efforts.
By Todd Gilchrist
Source:
http://www.mtv.com/news/articles/1709427/monsters-university-reviews.jhtml
Bar Refaeli Beyoncé Bianca Kajlich Bijou Phillips Blake Lively