Justia Business Law Opinion Summaries

In 2021, Florida and Texas enacted statutes regulating large social-media companies and other internet platforms. The laws curtailed the platforms' ability to engage in content moderation and required them to provide reasons to a user if they removed or altered her posts. NetChoice LLC, a trade association whose members include Facebook and YouTube, brought First Amendment challenges against the two laws. District courts in both states entered preliminary injunctions.The Eleventh Circuit upheld the injunction of Florida’s law, holding that the state's restrictions on content moderation trigger First Amendment scrutiny. The court concluded that the content-moderation provisions are unlikely to survive heightened scrutiny. The Fifth Circuit, however, disagreed and reversed the preliminary injunction of the Texas law. The court held that the platforms’ content-moderation activities are “not speech” at all, and so do not implicate the First Amendment.The Supreme Court of the United States vacated the judgments and remanded the cases, stating that neither the Eleventh Circuit nor the Fifth Circuit conducted a proper analysis of the facial First Amendment challenges to Florida and Texas laws regulating large internet platforms. The Court held that the laws interfere with protected speech, as they prevent the platforms from compiling the third-party speech they want in the way they want, thus producing their own distinctive compilations of expression. The Court also held that Texas's asserted interest in correcting the mix of viewpoints that major platforms present is not valid under the First Amendment. View "Moody v. NetChoice, LLC" on Justia Law

The case revolves around the interpretation of the Sarbanes-Oxley Act of 2002, specifically 18 U.S.C. §1512(c)(2), which imposes criminal liability on anyone who corruptly obstructs, influences, or impedes any official proceeding, or attempts to do so. The petitioner, Joseph Fischer, was charged with violating this provision for his actions during the Capitol breach on January 6, 2021. Fischer moved to dismiss the charge, arguing that the provision only criminalizes attempts to impair the availability or integrity of evidence. The District Court granted his motion, but a divided panel of the D.C. Circuit reversed and remanded for further proceedings.The Supreme Court of the United States held that to prove a violation of §1512(c)(2), the Government must establish that the defendant impaired the availability or integrity for use in an official proceeding of records, documents, objects, or other things used in an official proceeding, or attempted to do so. The Court reasoned that the "otherwise" provision of §1512(c)(2) is limited by the list of specific criminal violations that precede it in (c)(1). The Court also considered the broader context of §1512 in the criminal code and found that an unbounded interpretation of subsection (c)(2) would render superfluous the careful delineation of different types of obstructive conduct in §1512 itself. The Court vacated the judgment of the D.C. Circuit and remanded the case for further proceedings consistent with its opinion. View "Fischer v. United States" on Justia Law

Between 1999 and 2019, Purdue Pharma, owned and controlled by the Sackler family, was at the center of the opioid crisis in the United States. After earning billions from the sale of OxyContin, Purdue faced thousands of lawsuits. In response, the Sacklers withdrew approximately $11 billion from Purdue, leaving the company in a weakened financial state. In 2019, Purdue filed for Chapter 11 bankruptcy. During the bankruptcy process, the Sacklers proposed to return approximately $4.3 billion to Purdue’s bankruptcy estate in exchange for a judicial order releasing the family from all opioid-related claims and preventing victims from bringing such claims against them in the future.The bankruptcy court approved Purdue’s proposed reorganization plan, including its provisions concerning the Sackler discharge. However, the district court vacated that decision, holding that nothing in the law authorizes bankruptcy courts to extinguish claims against third parties like the Sacklers, without the claimants’ consent. A divided panel of the Second Circuit reversed the district court and revived the bankruptcy court’s order approving a modified reorganization plan.The Supreme Court of the United States held that the bankruptcy code does not authorize a release and injunction that, as part of a plan of reorganization under Chapter 11, effectively seek to discharge claims against a nondebtor without the consent of affected claimants. The Court found that the Sacklers sought to pay less than the code ordinarily requires and receive more than it normally permits. The Court reversed the Second Circuit's judgment and remanded the case for further proceedings consistent with its opinion. View "Harrington v. Purdue Pharma L.P." on Justia Law

The case involves the Securities and Exchange Commission (SEC) and investment adviser George Jarkesy, Jr., and his firm, Patriot28, LLC. The SEC initiated an enforcement action for civil penalties against Jarkesy and Patriot28 for alleged violations of the "antifraud provisions" contained in the federal securities laws. The SEC opted to adjudicate the matter in-house. The final order determined that Jarkesy and Patriot28 had committed securities violations and levied a civil penalty of $300,000. Jarkesy and Patriot28 petitioned for judicial review. The Fifth Circuit vacated the order on the ground that adjudicating the matter in-house violated the defendants’ Seventh Amendment right to a jury trial.The Fifth Circuit Court of Appeals ruled that the in-house adjudication by the SEC violated the defendants' Seventh Amendment right to a jury trial. The court applied a two-part test from Granfinanciera, S.A. v. Nordberg, determining that the SEC's antifraud claims were akin to traditional actions at common law, and thus required a jury trial. The court also concluded that the "public rights" exception did not apply, as the claims were not closely intertwined with the bankruptcy process.The Supreme Court of the United States affirmed the Fifth Circuit's decision. The Court held that when the SEC seeks civil penalties against a defendant for securities fraud, the Seventh Amendment entitles the defendant to a jury trial. The Court found that the SEC's antifraud provisions replicate common law fraud, and thus implicate the Seventh Amendment. The Court also concluded that the "public rights" exception to Article III jurisdiction did not apply, as the action did not fall within any of the distinctive areas involving governmental prerogatives where a matter may be resolved outside of an Article III court, without a jury. The Court did not reach the remaining constitutional issues and affirmed the ruling of the Fifth Circuit on the Seventh Amendment ground alone. View "SEC v. Jarkesy" on Justia Law

The case revolves around the valuation of shares for estate tax purposes following the death of a shareholder. Michael and Thomas Connelly were the sole shareholders of Crown C Supply, a building supply corporation. They had an agreement that if either brother died, the surviving brother could purchase the deceased's shares. If he declined, the corporation would be required to redeem the shares. To ensure the corporation had enough money for this, it obtained $3.5 million in life insurance on each brother. When Michael died, Thomas chose not to purchase Michael's shares, triggering Crown's obligation to do so. The value of Michael's shares was agreed to be $3 million, which was paid to Michael's estate. The Internal Revenue Service (IRS) audited the return and disagreed with the valuation, insisting that the corporation's redemption obligation did not offset the life-insurance proceeds. The IRS assessed the corporation's total value as $6.86 million and calculated the value of Michael's shares as $5.3 million. Based on this higher valuation, the IRS determined that the estate owed an additional $889,914 in taxes.The District Court granted summary judgment to the Government, holding that the $3 million in life-insurance proceeds must be counted in Crown’s valuation. The Eighth Circuit affirmed this decision.The Supreme Court of the United States affirmed the lower courts' decisions. The Court held that a corporation’s contractual obligation to redeem shares is not necessarily a liability that reduces a corporation’s value for purposes of the federal estate tax. The Court reasoned that a fair-market-value redemption has no effect on any shareholder’s economic interest, and thus, no hypothetical buyer purchasing Michael’s shares would have treated Crown’s obligation to redeem Michael’s shares at fair market value as a factor that reduced the value of those shares. The Court concluded that Crown’s promise to redeem Michael’s shares at fair market value did not reduce the value of those shares. View "Connelly v. United States" on Justia Law

The case involves Truck Insurance Exchange (Truck), the primary insurer for companies that manufactured and sold products containing asbestos. Two of these companies, Kaiser Gypsum Co. and Hanson Permanente Cement (Debtors), filed for Chapter 11 bankruptcy after facing thousands of asbestos-related lawsuits. As part of the bankruptcy process, the Debtors proposed a reorganization plan that created an Asbestos Personal Injury Trust (Trust) to handle all present and future asbestos-related claims. Truck, contractually obligated to defend each covered asbestos personal injury claim and to indemnify the Debtors for up to $500,000 per claim, opposed the Plan, arguing that it exposed them to millions of dollars in fraudulent claims due to different disclosure requirements for insured and uninsured claims.The District Court confirmed the Plan, concluding that Truck had limited standing to object to the Plan because it was “insurance neutral,” meaning it did not increase Truck’s prepetition obligations or impair its contractual rights under its insurance policies. The Fourth Circuit affirmed this decision, agreeing that Truck was not a “party in interest” under §1109(b) of the Bankruptcy Code because the plan was “insurance neutral.”The Supreme Court of the United States reversed the Fourth Circuit's decision, holding that an insurer with financial responsibility for bankruptcy claims is a “party in interest” under §1109(b) of the Bankruptcy Code and may raise and appear and be heard on any issue in a Chapter 11 case. The Court reasoned that §1109(b)’s text, context, and history confirm that an insurer such as Truck with financial responsibility for a bankruptcy claim is a “party in interest” because it may be directly and adversely affected by the reorganization plan. The Court also rejected the “insurance neutrality” doctrine, stating that it conflates the merits of an objection with the threshold party in interest inquiry. The case was remanded for further proceedings consistent with the Supreme Court's opinion. View "Truck Insurance Exchange v. Kaiser Gypsum Co." on Justia Law

The case revolves around Macquarie Infrastructure Corporation and its subsidiary's business of storing liquid commodities, including No. 6 fuel oil. In 2016, the United Nations' International Maritime Organization adopted a regulation, IMO 2020, which capped the sulfur content of fuel oil used in shipping at 0.5% by 2020. No. 6 fuel oil typically has a sulfur content closer to 3%. Macquarie did not discuss IMO 2020 in its public offering documents. In 2018, Macquarie announced a drop in the amount of storage capacity contracted for use by its subsidiary's customers, partly due to the decline in the No. 6 fuel oil market, leading to a 41% fall in Macquarie's stock price.Moab Partners, L.P. sued Macquarie and various officer defendants, alleging a violation of §10(b) and Rule 10b–5. Moab argued that Macquarie's public statements were misleading as it concealed the impact of IMO 2020 on its subsidiary's business. The District Court dismissed Moab's complaint, but the Second Circuit reversed the decision, stating that Macquarie had a duty to disclose under Item 303 and that its violation could sustain Moab’s §10(b) and Rule 10b–5 claim.The Supreme Court of the United States held that the failure to disclose information required by Item 303 cannot support a private action under Rule 10b–5(b) if the failure does not render any "statements made" misleading. The Court clarified that Rule 10b–5(b) does not proscribe pure omissions, but only covers half-truths. The Court vacated the judgment of the Court of Appeals for the Second Circuit and remanded the case for further proceedings consistent with its opinion. View "Macquarie Infrastructure Corp. v. Moab Partners, L. P." on Justia Law

Mallory worked as a Norfolk mechanic for 20 years in Ohio and Virginia. After leaving the company, Mallory moved to Pennsylvania, then returned to Virginia. He attributed his cancer diagnosis to his work and sued Norfolk under the Federal Employers’ Liability Act, in Pennsylvania state court. Norfolk, incorporated and headquartered in Virginia, challenged the court’s exercise of personal jurisdiction. Mallory noted that Norfolk manages over 2,000 miles of track, operates 11 rail yards, runs locomotive repair shops in Pennsylvania, and has registered to do business in Pennsylvania in light of its "regular, systematic, extensive” operations there. Pennsylvania requires out-of-state companies that register to do business to agree to appear in its courts on “any cause of action” against them. 42 Pa. Cons. Stat. 5301(a)(2)(i), (b). The Pennsylvania Supreme Court held that the Pennsylvania law violated the Due Process Clause.The Supreme Court vacated. Pennsylvania law is explicit that qualification as a foreign corporation shall permit state courts to exercise general personal jurisdiction over a registered foreign corporation. Norfolk has complied with this law since 1998 when it registered to do business in Pennsylvania. Norfolk's “Certificate of Authority” from the Commonwealth conferred both the benefits and burdens shared by domestic corporations, including amenability to suit in state court on any claim. For more than two decades, Norfolk has agreed to be found in Pennsylvania and answer any suit there. Suits premised on these grounds do not deny a defendant due process of law. Regardless of whether any other statutory scheme and set of facts would establish consent to suit, this state law and these facts fall within Supreme Court precedent. View "Mallory v. Norfolk Southern Railway Co." on Justia Law

Glacier delivers concrete using trucks with rotating drums that prevent the concrete from hardening. After a collective-bargaining agreement between Glacier and the Union for its drivers expired, the Union called for a work stoppage on a morning it knew the company was mixing substantial amounts of concrete, loading batches into trucks, and making deliveries. The Union directed drivers to ignore Glacier’s instructions to finish deliveries in progress. Several drivers who had already left for deliveries returned with loaded trucks. By initiating emergency maneuvers to offload the concrete, Glacier prevented significant damage to its trucks. All the concrete mixed that day became useless.Glacier sued the Union, alleging common-law conversion and trespass to chattels. The Union argued that the National Labor Relations Act (NLRA), 29 U.S.C. 157, protected the drivers’ conduct. The Washington Supreme Court agreed that the NLRA preempted Glacier’s tort claims.The Supreme Court reversed. The NLRA protects the right to strike but that right is not absolute; it does not shield strikers who fail to take “reasonable precautions” to protect their employer’s property from foreseeable, aggravated, and imminent danger due to the sudden cessation of work. The risk of harm to Glacier’s trucks and concrete was foreseeable and serious; the Union executed the strike in a manner designed to achieve those results. Given the lifespan of wet concrete, Glacier could not batch it until a truck was ready to take it. By reporting for duty and pretending that they would deliver the concrete, the drivers prompted the creation of the perishable product and waited to walk off the job until the concrete was in the trucks. View "Glacier Northwest, Inc. v. International Brotherhood of Teamsters" on Justia Law

The Secretary of Labor, through OSHA, enacted a vaccine mandate, to be enforced by employers. The mandate preempted contrary state laws and covered virtually all employers with at least 100 employees, with exemptions for employees who exclusively work remotely or outdoors. It required that covered workers receive a COVID–19 vaccine or obtain a medical test each week at their own expense, on their own time, and also wear a mask at work. Challenges were consolidated before the Sixth Circuit, which allowed OSHA’s rule to take effect.The Supreme Court stayed the rule. Applicants are likely to succeed on the merits of their claim that the Secretary lacked the authority to impose the mandate. The rule is “a significant encroachment into the lives—and health—of a vast number of employees,” not plainly authorized by statute; 29 U.S.C. 655(b) empowers the Secretary to set workplace safety standards, not broad public health measures. Although COVID–19 is a risk in many workplaces, it is not an occupational hazard in most. COVID–19 spreads everywhere that people gather. Permitting OSHA to regulate the hazards of daily life would significantly expand OSHA’s regulatory authority without clear congressional authorization. The vaccine mandate is unlike typical OSHA workplace regulations. A vaccination “cannot be undone.” Where the virus poses a special danger because of the particular features of an employee’s job or workplace, targeted regulations are permissible but OSHA’s indiscriminate approach fails to distinguish between occupational risk and general risk. The equities do not justify withholding interim relief. States and employers allege that OSHA’s mandate will force them to incur billions of dollars in unrecoverable compliance costs and will cause hundreds of thousands of employees to leave their jobs. View "National Federation of Independent Business v. Department of Labor, Occupational Safety & Health Administration" on Justia Law