In an opinion today, Judge Oetken, addressing a question that is unresolved in the Second Court, agreed with a prior opinion of Judge Nathan and ruled that the citizenship of a trust for diversity purposes depends in part on whether the case is brought in the name of the trust itself or in the name of the trustee.  Specifically, after surveying the conflicting authorities, Judge Oetken determined that the “rule is, accordingly, as follows”:
Continue Reading Judge Oetken Explains “Overly Technical,” “Form Over Function” Rules for Citizenship of Trusts in Diversity Cases

In an opinion today, Judge Nathan refused to issue a preliminary injunction that would required Aetna to alter the proxy materials by which it opposes two upcoming shareholder proposals seeking to require Aetna to provide more detail about its political contributions. The complaint alleges that Aetna’s prior opposition to similar proposals falsely claimed that Aetna already provided “robust” and “extensive” disclosure, when, in fact, Aetna omitted or misstated various political donations. Judge Nathan found that the plaintiff could not show “irreparable harm”:
Continue Reading Judge Nathan Refuses to Enjoin Allegedly “Uninformed” Shareholder Vote Relating to Aetna Political Donations

In a complaint filed today, AIG seeks to enjoin the New York State Department of Financial Services from any enforcement action arising from the Department’s investigation into a former AIG subsidiary called ALICO.  The Department has allegedly threatened to fine AIG based on the allegation that ALICO was conducting an unlicensed insurance business in New York.  AIG’s complaint argues it would be unconstitutional to apply the statute at issue, New York Ins. Law § 1101(b) (defining “insurance business”), to ALICO because ALICO marketed insurance products only to out-of-state customers:
Continue Reading AIG Brings Constitutional Challenge to N.Y. Regulation of Insurance Sales to Out-of-State Customers

Today Judge Nathan largely granted a series of dismissal motions in an investor lawsuit against Harbinger Capital and certain affiliates.   She summarized the case as follows:  “At core, Plaintiffs allege that Defendants marketed the Funds as diversified, distressed-debt and credit-driven hedge funds, but in fact used the Funds to take a large ownership interest in LightSquared”—a wireless broadband company—“without adequately disclosing this shift in strategy or its attendant risks.” Judge Nathan dismissed with prejudice all or part of seven of the lawsuit’s nine causes of action, including plaintiffs’ direct claims relating to LightSquared, and all derivative claims brought on behalf of  three of the six nominal defendants.
Continue Reading Judge Nathan Narrows Harbinger Investor Suit; Grants Plaintiffs Standing to Sue on Behalf of Funds in Which They Did Not Invest

In an opinion today, Judge Nathan granted summary judgment and dismissed a $500 million suit brought by Bank of America against Bear Stearns Asset Management and three of its executives.  The suit concerned Bank of America’s underwriting of a “CDO squared” that included substantial mortgage-related assets from two Bear Stearns hedge funds.  Bank of America alleged it was not timely told of redemption requests from the hedge funds’ investors that, shortly after the CDO squared closed, led to those funds liquidating and allegedly driving down the price of the type of mortgage assets in the CDO squared. Judge Nathan’s decision was based on (among other things) the fact that Bank of America’s damages expert, Dr. Mukesh Bajaj, improperly measured its losses by comparing the price Bank of America paid for assets to the “fire sale” prices for similar assets that the hedge funds were forced to swiftly liquidate:
Continue Reading Judge Nathan Dismisses Bank of America’s $500 Million Suit Against Bear Stearns Over “CDO Squared”

In an opinion issued today, a divided panel of the Second Circuit affirmed Judge Nathan’s denial of the motion for a preliminary injunction by a group of television networks against internet television provider Aereo. As we have covered in several prior posts, the networks are seeking to prevent what they claim is unauthorized infringing use of their broadcast television programming over the internet. Judge Nathan denied the motion, citing the Second Circuit’s prior opinion in Cartoon Network LP, LLLP v. CSC Holdings, Inc., 536 F.3d 121 (2d Cir. 2008). The Second Circuit affirmed Judge Nathan’s ruling, holding that she “correctly concluded that Aereo’s system is not materially distinguishable from the system upheld in Cartoon Network.” In a lengthy dissent, Judge Chin disagreed, calling Aereo’s technology a “sham” to avoid the copyright laws.
Continue Reading Second Circuit Affirms Judge Nathan’s Denial of Television Networks’ Motion for Preliminary Injunction