South Dakota — South Dakota v. Wayfair, No. 17-494, decided 6/21/18.  The U.S. Supreme Court, in a 5-4 decision, upheld the Constitutionality of a South Dakota statute that requires out-of-state sellers that meet certain minimum sales or transaction thresholds to collect and remit sales taxes, even if they have no physical presence in the state.  The Court stated that the physical presence rule of Quill Corp. v.

Utah — Sumsion v. Bay Harbor Farm, 2018 UT App 114, decided 6/14/18. The Utah Court of Appeals held that a member owning 45% of an LLC lacked authority to retain counsel to represent the LLC where the LLC law required two-thirds approval of actions not in the ordinary course of business.  Therefore the LLC was not a client and did not breach the engagement agreement by failing to pay the attorney’s fees.

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.

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.

Delaware — Bridev One, LLC v. Regency Centers, LP, C.A. N14C-07-115, decided 2/9/18.  The Delaware Superior Court ruled that both the Superior and Chancery Courts have the power to issue charging orders.

Michigan — Raghuram v. Great Lakes Plastic, Reconstructive & Hand Surgery, PC, Nos. 333661, 334050, decided 2/6/2018.  The Michigan Court of Appeals ruled the same attorney could not represent both a corporation and one of its shareholders in a shareholder dispute as it had not been established whether the corporation’s interests aligned with the plaintiff shareholder or defendant shareholder.