Commercial Law & Contracts, Business Torts, Business Organization

Business Interruption Insurance

by Peter Bauman - Senior Associate at Tharpe &... on 5/16/2013

Business Interruption Insurance Business Interruption Insurance (“BII”) is a form of commercial insurance coverage that provides limited but useful protection when a business is unable to continue normal operations or occupy...more

Capital Infusion - May 2013: Case Spotlight

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/9/2013

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more

Blaustein, et al. v. Lord Baltimore Capital Corp., et al., C.A. No. 6685-VCN, (Del. Ch. Apr. 30, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied...more

Mississippi Court Holds D&O Policy Not Triggered By Real Estate Scheme

by Traub Lieberman Straus & Shrewsberry LLP on 4/26/2013

In its recent decision in State Farm Fire & Cas. Co. v. Anderson, 2013 U.S. Dist. LEXIS 57837 (S.D. Miss. Apr. 23, 2013), the United States District Court for the Southern District of Mississippi had occasion to consider...more

Fourth Circuit Court Of Appeals Puts Teeth Into The "In Fact" Exclusions Of A D&O Policy

by Steven Brodie, Joseph Lang Jr., Sylvia H. Walbolt | Carlton Fields on 4/24/2013

In Farkas v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, No. 12-1481, 2013 WL 1459248 (4th Cir. Apr 11, 2013), the Fourth Circuit Court of Appeals affirmed a decision that put teeth into the "in fact" exclusions of a...more

Franchising in Alberta -- April 2013: Fabutan: Renewal, Termination and the Duty of Good Faith

by Osler, Hoskin & Harcourt LLP on 4/11/2013

Fabutan: Renewal, Termination and the Duty of Good Faith - Background to the Dispute: Against the backdrop of a bitter family dispute, the Fabutan decision1 reinforces the maxim that business and family often do...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on 4/10/2013

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

Zutrau v. Jansing, C.A. No. 7457-VCP (Del. Ch. Mar. 18, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 3/22/2013

In this memorandum opinion, the Court of Chancery denied a motion to dismiss derivative and direct claims filed by a shareholder of ICE Systems, Inc. (“ICE” or the “Company”) against the Company’s president, sole director and...more

Community Banking Excellence - First Quarter 2013

by Timothy R. Moore, Bryan G. Scott, Hugh B. Wellons | Spilman Thomas & Battle, PLLC on 3/8/2013

In This Issue: - Conversation with a Community Banking Professional: Ginger Salt of First Community Bank - Are You Using Your Holding Company? - Shifting Winds? Two N.C. Courts Uphold Fiduciary Duty...more

In re BioClinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/8/2013

In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by conducting an improper process and making inadequate disclosures in connection...more

The Unintentional Business Partnership & Liability For New Post-Dissolution Obligations

by Pavlack Law, LLC on 3/1/2013

This week we examine the unintentional creation of business partnerships, liability for obligations incurred after dissolution of a partnership, and take a look at partnership by estoppel. This is done through the context of...more

Private Equity Fund Considerations In Light Of Delaware’s LLC Debate

by Christopher Chuff, Matthew Greenberg, James Rosener | Pepper Hamilton LLP on 2/25/2013

Originally published in Private Equity and Contract Law360 on February 20, 2013. Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more

Maryland's appellate courts preserve the corporate shield against efforts to pierce the corporate veil

by Thomas Valkenet on 2/22/2013

Maryland remains one of the toughest jurisdictions for plaintiffs seeking to pierce the corporate veil and impose personal liability on corporate owners for contract debts. Maryland has long recognized an equitable claim to...more

Missouri Uniform Trade Secrets Act Does Not Protect Customer Information Insufficiently Guarded or Which is not Truly "Trade...

by Williams Venker & Sanders on 2/20/2013

In this case, a corporate successor, Central Trust Investment Company (hereafter also "Central Trust") sued the former employee (Kennedy) of its acquired company, Springfield Trust & Investment Company (hereafter also "STC"),...more

California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be...

by Alejandro E. Moreno, John Stigi | Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California Court of Appeal, Fifth District, affirmed the judgment of the California...more

In re Mobilactive Media, LLC, Consol. C.A. No. 5725-VCP (Del. Ch. Jan. 25, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 2/13/2013

In this memorandum opinion, the Delaware Court of Chancery found that a member of a joint venture breached a limited liability company agreement, breached its fiduciary duties by usurping corporate opportunities, and violated...more

Letters of Intent Binding or Not

by Robert Freedman - Partner at Tharpe & Howell,... on 1/14/2013

Be careful, your Letters of Intent may be binding unless drafted properly. That’s the message from a 2011 case First National Mortgage Co. v. Federal Realty Investment Trust, 631 F.3d 1058 (February 1, 2011). Companies...more

Delaware Court Of Chancery Clarifies The Enforceability Of ‘Don’t Ask, Don’t Waive’ Provisions In Standstill Agreements

by Christopher Chuff, Matthew Greenberg | Pepper Hamilton LLP on 1/11/2013

On December 17, 2012, in In re Ancestry.com Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more

2012 Workplace Issues in Review – What H.R. needs to know

by Robert Freedman - Partner at Tharpe & Howell,... on 1/10/2013

Employers have a lot on their plates for 2013 based on employment law developments during 2012. Here’s a short list of some issues that need to be addressed. It is not a comprehensive listing but offers highlights in certain...more

Best Practices in Drafting Corporate Shareholder Agreements

by Peter Bauman - Senior Associate at Tharpe &... on 1/10/2013

Corporate shareholder agreements are vital for many companies with more than one shareholder, especially non-public companies with a limited number of persons owning shares. The shareholder agreement typically details the...more

The Debate Rages On Regarding Whether Default Fiduciary Duties Apply to LLC Managers Under Delaware Law

by MIchael Hefter, Ryan Philp | Bracewell & Giuliani LLP on 1/8/2013

Earlier this year, we reported on the Delaware Court of Chancery's decision in Auriga Capital Corp. v. Gatz Properties, LLC, wherein Chancellor Strine held that traditional fiduciary principles apply to LLC managers or...more

NJ Appellate Division Decision Highlights Gaps in Existing LLC Law in New Jersey and Importance of Having an Operating Agreement

by Kevin O'Connor on 1/3/2013

In my prior blogs I’ve addressed the importance of having an operating agreement for any business owner operating as a limited liability company (“LLC”), and have also covered the recent legislative changes in New Jersey with...more

Contracting Out Discovery Dispute Resolution

by Peter Bauman - Senior Associate at Tharpe &... on 1/1/2013

Special Masters are often appointed by courts in complex litigation to oversee discovery and resolve discovery disputes between litigants. Yes, they are an added expense, but their ability to quickly and efficiently resolve...more

Notes For General Counsel

by Robert Freedman - Partner at Tharpe & Howell,... on 12/27/2012

A recent article on the Practical Law website, identified major horizon issues for General Counsel. We highlight a selected sample of these issues by subject area below: Commercial: Green Guides The FTC issues revised...more

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Commercial Law & Contracts › Business Torts › Business Organization