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Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.) – Bankruptcy Court Takes Unusual Steps to Declare Corporate...

Companies that have valuable assets but also face significant liabilities will sometimes engage in restructurings to isolate, or “ring-fence,” the good assets from the liabilities. Often the companies are able to accomplish...more

Does the Business Judgment Rule Protect Bank Officers and Directors?

When a corporation suffers significant losses, or ultimately fails, frustrated shareholders, creditors, or others often try to sue the corporation and/or its officers and directors for losses caused by mismanagement of the...more

Court Rules Houston Astros Cannot Strike Out Fiduciary Duties in Bankruptcy

Introduction - One of the incentives that Delaware law offers founders of business entities is the ability to tinker with the fiduciary duties that the managers of the business owe. While the duties owed by corporate...more

Directors' duties and collective responsibility

Directors owe duties to their company to act in good faith in the interests of the company, but how far can they avoid liability if they rely on their fellow directors, or if they are outvoted in a collective decision? A...more

Limited Defenses Available Against FDIC As Receiver

As of August 2013, since the fallout from the recent financial crisis, the FDIC as receiver for failed banks has brought suit against former directors and officers of 76 failed institutions. These lawsuits are based on...more

Bankruptcy Spurred By Court Judgment May Proceed For The Proper Purpose Of Reorganization; Judge's Adversarial Rulings And Remarks...

In In Re J. Howard Marshall (--- F.3d ----, C.A.9 (Cal.), June 28, 2013), the United States Court of Appeals considered the validity of a Chapter 11 bankruptcy filing. The bankruptcy had been challenged because it was...more

Supreme Court to Address Circuit Split Over 'Defalcation' Meaning

Originally published in The Legal Intelligencer on November 16, 2012. In a corporate system based in part on the separation of ownership and control, the relationship between principals and agents is riddled with agency...more

Mezzanine Borrower’s Chapter 11 Case Filed on Eve of Foreclosure Sale Dismissed as a Bad Faith Filing

On December 22, 2011, Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware dismissed with prejudice a mezzanine borrower’s chapter 11 case. See In re JER/ Jameson Mezz Borrower II LLC, 461 B.R. 293...more

EMAK Worldwide, Inc. v. Kurz, et al., No. 512, 2011 (Del. Apr. 17, 2012)

In this appeal, the Delaware Supreme Court affirmed an interim fee award of $2.5 million to plaintiff’s attorneys, which the Court of Chancery granted following its decision in Kurz v. Holbrook, 989 A.2d 140 (Del. Ch. 2010),...more

Administratie- en jaarrekeningplicht: gesneden koek?

In de MKB-praktijk zijn er holdingstructuren met één holding en één werkmaatschappij, waar één administratie wordt gevoerd. Bij het opstellen van de individuele jaarrekeningen...more

Lenders Beware: Delaware Supreme Court Holds Creditors of Insolvent LLC Lack Derivative Standing

The Delaware Supreme Court recently held that creditors lack standing to bring a derivative suit on behalf of an insolvent Delaware limited liability company (an “LLC”) under the Delaware Limited Liability Company Act (the...more

Fifth Circuit Holds That Fiduciary Obligations to General Partner Can Extend to Partnership

The U.S. Court of Appeals for the Fifth Circuit held that a corporate fiduciary who exercises substantial control over a limited partnership managed by a corporation can owe fiduciary obligations to the partnership...more

Business Income & Expense Guide

Please feel free to use our quick guide of small business accounting. This form will help you determine your level os solvency. ...more

Small Business & Bankruptcy: Arizona Bankruptcy Attorney

Many dream of the day when they can start their own business. Unfortunately for some once the dream finally happens it ends all too soon. I am seeing many businesses that were quite successful for a number of years who have...more

Southern District Rules on the RetroactiveApplication of the New Changes to FederalRule of Civil Procedure 26

In a previous post, I discussed one of the important changes to the Federal Rules of Civil Procedure that took effect on December 1, 2010 regarding the discoverability of Attorney-Expert Communications under FRCP 26. The...more

Directors' Disqualification Proceedings in the United Kingdom

In the United Kingdom, Directors' Disqualification proceedings under the Company Directors Disqualification Act 1986 do not only arise on company insolvency. In this article, Richard Baines and Marie-Louise King of Druces LLP...more

Business Owner's Indespensible Guide to Choice of Entity

This article is an indespensible guide to business owners on selecting the appropriate business entity for their particular situation....more

Business Owner's Indespensible Guide to Choice of Entity

This article provides the business owner with indespensible guidance on selecting the appropriate business entity....more

California Appellate Court’s Decision Limits a Creditor’s Ability to Bring a Breach of Fiduciary Duty Claim Against Directors of...

On February 3, 2010, the California Supreme Court denied review of a significant decision by the California Court of Appeal, Sixth Appellate District, that limits a breach of fiduciary duty action brought by creditors against...more

False financial statements are forever

Presenting false financial information to qualify for a loan, lease, or other purpose may have no legal consequences if the provider lives up to the agreement. But if the deal goes sour,the statements can reappear and result...more

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