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Court Of Chancery Explains Fiduciary Duty Of Preferred Stockholders’ Directors

by Morris James LLP on

This decision is a primer on most of the major issues in Delaware corporate law. However, what it is most likely to be remembered for is its explanation of the duties that directors have to the enterprise as a whole, even...more

Court Of Chancery Limits Creditor Standing

by Morris James LLP on

This decision holds that a creditor lacks standing to bring breach of fiduciary duty claims arising out of the management of an LLC. Of course, creditors are better served by drafting the loan documents to protect their...more

Court of Chancery Explains When There Is A Basis To Investigate

by Morris James LLP on

This decision does a good job of explaining when there is an adequate showing of possible wrongdoing sufficient to justify a books and records inspection. It also explains why conducting a proxy contest does not warrant...more

Delaware Court Orders Sale of Solvent Company’s Stock Despite Shareholder Objections

by Cole Schotz on

Delaware General Corporate Law § 226 (the “Custodian Statute”) bestows the Delaware Court of Chancery with the power to appoint a custodian for solvent companies and receivers for insolvent companies in certain circumstances....more

The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

by Ropes & Gray LLP on

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its...more

"Preserving Attorney-Client Privilege, Work-Product Protection During Internal Investigations"

When companies conduct investigations that remain strictly internal, maintaining confidentiality is straightforward. But many investigations are conducted in cooperation with U.S. government regulators, who expect companies...more

"DOJ and SEC Cooperation Policies"

Whereas the privilege and work-product doctrine generally require confidentiality, cooperation with the government often necessitates disclosure. The Department of Justice (DOJ) and Securities and Exchange Commission (SEC)...more

A Guide to Corporate Internal Investigations

by Goodwin on

In-house teams at public and private companies are confronted almost daily with evidence or allegations of potential internal wrongdoing. These scenarios may vary widely in severity and magnitude—from notification of a...more

Priority is Paramount: Supreme Court Holds Structured Dismissals Cannot Violate Bankruptcy Code’s Established Priorities

by Allen & Overy LLP on

On March 22, 2017, the United States Supreme Court (the Supreme Court) in In re Jevic Holdings Corp. held that a final disposition of estate funds cannot violate the Bankruptcy Code’s priority system by distributing value to...more

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger

by Morris James LLP on

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies. To enable stockholders to carefully assess how much weight to give an...more

Important Lessons for Secured Lenders and Lessors in the Bankruptcy Litigation Industry

by Baker Donelson on

The Supreme Court’s newest bankruptcy case, Jevic Holdings Corp. (3/22/17), illustrates three important lessons for secured creditors and lessors. It holds that the dismissal of a Chapter 11 case cannot, without the consent...more

SRS vs. Gilead Sciences: Delaware Chancery Court finding that "indication" means "disease" allows Gilead not to make $50M...

by King & Spalding on

In Shareholder Representative Services (SRS) vs. Gilead Sciences et al., an opinion issued on March 15, 2017, the Chancery Court of the State of Delaware found that the term “indication” means “disease” for purposes of a $50M...more

The Supreme Court Considers Whether Companies Can Be on the Hook for Human Rights Violations Under the Alien Tort Statute

by Ropes & Gray LLP on

Last Monday, the U.S. Supreme Court agreed to address the question of whether companies can be liable in federal court for human rights violations under a 1789 law. Most appeals courts that have considered this question found...more

Global Private Equity Newsletter - Spring 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

When a portfolio company underperforms, an equity sponsor will want to assess the degree of negotiating leverage the company’s lenders have against the company under the circumstances, which can play a significant role in...more

Keep On Truckin’: Priority Rules Still Rule in Structured Dismissals

In 2015, Distressing Matters reported on the Third Circuit’s decision in In re Jevic Holding Corp., wherein that panel ruled that, in rare circumstances, bankruptcy courts may approve the distribution of settlement proceeds...more

Where Is Delaware Corporate Litigation Going?

by Morris James LLP on

Litigation involving Delaware corporate law is undergoing major changes. Some commentators predict that Delaware will cease to be the favored forum for M&A litigation. While we disagree with that forecast, it is important to...more

Court of Chancery Applies Ratification To Equity Grants Under Stockholder Approved Plan

by Morris James LLP on

Stockholder approval of an equity compensation plan may or may not constitute ratification over awards to the directors under the plan. When it does, the Court of Chancery will review challenges under the business judgment...more

Business Litigation Reporter - April 2017

by Goodwin on

Representations and Warranties Insurance Policies – Lessons from the Claims Process - Representations and warranties insurance policies (R&WI Policies)—designed to protect parties from loss arising from breaches of...more

Business Divorce Nation: Five States, Five Cases

by Farrell Fritz, P.C. on

It’s true that the statutory and common-law rules at play in business divorce cases can vary widely from state to state. But it’s also true that court decisions in one state can influence courts in other states, and can...more

Supreme Court Bars Structured Dismissals of Bankruptcy Cases That Violate the Code’s Priority Distribution Scheme – Could it...

by Foley & Lardner LLP on

On March 22, 2017 the Supreme Court issued its long-awaited ruling regarding the legality of structured dismissals of Chapter 11 bankruptcy cases that would make final distributions of estate assets to creditors in a manner...more

4 Business Cases to Follow in the Supreme Court’s Spring Term

by Bennett Jones LLP on

The Supreme Court of Canada’s spring term begins on April 18. This term has a lot of interesting criminal cases, but only a few that may be interesting to the business community...more

Court Of Chancery Denies Corwin Defense

by Morris James LLP on

This is a significant decision because it is the first to find that a stockholder vote did not invoke business judgment review under Corwin because the vote was coerced and not fully informed. Under Corwin, a transaction...more

Section 1129(a)(9)(A) Trumps DIP Orders

by Cole Schotz on

On January 5, 2017, Judge Sontchi of the Bankruptcy Court for the District of Delaware issued an opinion (the “Opinion”) in the pending Molycorp Chapter 11 case (Case No. 15-11357). In re Molycorp, Inc., 562 B.R. 67 (Bankr....more

Court Of Chancery Explains Effect Of Notice Bylaw Violation

by Morris James LLP on

This is an interesting decision even if only because it is so well written and deals with an unusual family corporation. Its legal significance is that it explains that a vote taken in violation of a bylaw requiring notice...more

Court Of Chancery Rejects Vague Demand Excusal Allegations

by Morris James LLP on

This is an interesting decision because it applies the rules for determining when a derivative plaintiff, in the LLC context, has sufficiently alleged that pre-suit demand on the board would have been futile. ...more

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