What is a hostile work environment?
CorpCast Episode 8: The Controlling Stockholder
From Behind the Bribe: The Sharp End of Compliance
Strong Market Outlook Drives Growth of Philippine Companies
Why do we have to go to mediation?
FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments
Do I need an expert witness in my case?
Marketing to Millennials
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
How can someone prepare for the first meeting with an attorney?
CorpCast Episode 6: A Brief Introduction to the Delaware Rapid Arbitration Act
The Intersection of Cyber and D&O Coverage
Talking PTAB with Bob Steinberg
Is Private/Non-Profit D&O Coverage Under Priced?
CorpCast Episode 5: The eDiscovery Big Picture
BakerHostetler Attorneys James Mastracchio and Jay Nanavati Discuss Global Tax Enforcement
Richard Bistrong Weighs in on the FIFA Scandal and Takedowns
Meritas Capability Webinar - Avoiding Common Mistakes Companies Make When Operating a Business Aircraft
In this decision, the Delaware Court of Chancery largely declined to dismiss claims for breach of a limited liability company agreement, breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach...more
This is an interesting decision because it explains what direct claims are available to investors in an LLC.
That is not always an easy question to answer. After all, some claims (including those involved in this case)...more
In Quadrant Structured Products Co., Ltd. v. Vertin, C.A. No. 6990-VCL, 2015 WL 2062115 (Del. Ch. May 4, 2015), the Delaware Court of Chancery held that a creditor plaintiff needs only establish that a corporation was...more
In This Issue:
- How Safe are the Bankruptcy Code Safe Harbors?
- Stockton’s Chapter 9 Plan Approval
- Delaware Chancery Court Clarifies Fiduciary Duties of Insolvent Corporation Directors in Derivative...more
A just-issued Court of Chancery decision clarifies, and possibly expands, creditors' rights. In 2007, the Delaware Supreme Court ruled that a corporation's creditors may sue its board of directors for violating its fiduciary...more
The Supreme Court recently handed down its judgment in Jetivia SA and another v Bilta (UK) Ltd (in liquidation) and others  UKSC 23. The Court was unanimous in dismissing the appellants’ case that the claimants’ claims...more
The Court of Chancery issues a liberal ruling on creditor derivative standing and more obsequies for the “zone of insolvency.” ...more
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
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
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 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
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
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
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
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
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
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
Please feel free to use our quick guide of small business accounting. This form will help you determine your level os solvency. ...more
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
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
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
This article is an indespensible guide to business owners on selecting the appropriate business entity for their particular situation....more
This article provides the business owner with indespensible guidance on selecting the appropriate business entity....more
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
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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