A familiar fact pattern: ParentCo is the owner and controlling shareholder of SubCo. ParentCo completely controls SubCo. The two companies have the same officers, issue consolidated financial returns, and the profits and losses of SubCo are passed through to ParentCo. ParentCo deliberately keeps SubCo in a cash-starved and undercapitalized state, so SubCo is entirely dependent
Commercial Division Holds Nonsignatories Are Bound By Agreement’s Arbitration Clause
“Read before you sign”, is what we counsel our clients, since we all know that courts will bind one contractually to a signed agreement even if not read. But, what if you never signed the agreement? Can you still be bound by it? In earlier blogs — here and here — we addressed this very
Res Judicata: Avoiding Preclusion Confusion in Derivative Litigation
A few weeks ago, my colleague Sonia Russo blogged about how shareholders seeking to bring successive derivative actions should be wary, since dismissal of a derivative action for failure to allege pre-suit demand or demand futility may have a preclusive effect on a subsequent derivative action based on the same issues. But what if a