Articles From Michael R. Karnuth

Groves v. Walsh Construction confirms successor liability not triggered when former controlling owner repurchases assets after a “leadership break” during which he had minimal ownership and management involvement By Michael R. Karnuth Business and Securities Law, December 2018 In The Groves of Palatine Condominium Ass’n v. Walsh Construction Co., the appellate court affirmed dismissal of a third-party complaint on grounds that an LLC was not the continuation of the predecessor corporation for purposes of successor liability.
Attorneys are subject to malpractice actions for mishandling shareholder derivative claims, but not by investors asserting claims in their individual capacities and not by former shareholders By Michael R. Karnuth Business and Securities Law, June 2016 In Stevens et al. v. McGuireWoods LLP, the Illinois Supreme Court held that shareholders cannot sue (in their individual capacities) a corporation’s attorneys because the attorneys’ duties runs to the corporation only, individual shareholder recoveries are not available under derivative claims, and shareholders cannot pursue derivative claims for the corporation if they have already divested themselves of the company’s shares.
Dodd-Frank provides incentives and enhanced protections for individuals to blow its new, shiny “whistle,” but Sarbanes-Oxley’s old whistleblower protections may have more luster in certain situations By Michael R. Karnuth Business and Securities Law, September 2014 Provided here is an explanation of (I) the DFA’s award and protection provisions, and how those provisions differ from SOX’s whistleblower provisions for considering which provisions to select and utilize; and (II) the procedures for submitting eligible information and seeking an award from the SEC under the DFA.
Amgen eases securities fraud plaintiffs’ burden at class certification, but the dissent invites challenges to the long-standing “fraud-on-the-market” theory By Michael R. Karnuth Business and Securities Law, November 2013 This article briefly describes the issues addressed in Amgen v. Connecticut Retirement Plans and Trust Funds and then provides a short history of the fraud-on-the-market theory as applied in securities fraud cases.

Spot an error in your article? Contact Sara Anderson at sanderson@isba.org. For information on obtaining a copy of an article,visit the ISBA Newsletters page.

Select a Different Author