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Overview and Analysis of Select Provisions of the ABI Chapter 11 Reform Commission Final Report and Recommendations - Part Two of...

Last month, Orrick’s Restructuring team began a three-part look at the American Bankruptcy Institute’s Chapter 11 Reform Report. In part one we looked at issues related to confirmation, valuation, financing and asset sales....more

Metals Benchmark Pricing and Warehousing Under Further Scrutiny

The two major legal issues currently facing the metals industry are benchmark pricing and metals warehousing. We have spoken regularly at industry events and to our clients about both of these topics and a number of you have...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions,...more

"Delaware Court of Chancery Decision Clarifies Fiduciary Issues in Insolvent Company Context"

The Court of Chancery of Delaware recently issued a noteworthy decision clarifying fiduciary duties and confirming business judgment rule protection for board-level business strategy decisions by directors of insolvent...more

Orderly Unwinding: Here to Stay?

The International Swaps and Derivatives Association (ISDA) recently issued the ISDA 2014 Resolution Stay Protocol (Protocol), which takes effect on 1 January 2015. The Protocol aims to prevent adhering parties from...more

Second Circuit Affirms Dismissal of Madoff Trustee’s Six-Year Transfer and Preference Claims

With several billions of dollars ultimately at stake, the Second Circuit has affirmed that Section 546(e) of the Bankruptcy Code, a safe-harbor protecting certain securities-related payments from bankruptcy “claw backs,”...more

Business Litigation Report -- December 2014

In This Issue: Main Article: - Cloud Computing: Legal Issues on the Horizon Noted With Interest: - Stays Pending Covered Business Method Patent Review: VirtualAgility v....more

Financial Regulatory Developments Focus - December 2014

In this issue: - Bank Prudential Regulation & Regulatory Capital - Derivatives - Financial Market Infrastructure - Financial Services - Funds - Recovery & Resolution -...more

Orrick's Financial Industry Week in Review

Council of EU Agrees General Approach on Proposed Regulation on Securities Financing Transactions - On November 20, the Council of the EU published a press release reporting that its Permanent Representatives Committee...more

New ISDA Protocol Will Limit Buy-Side Remedies in a Financial Institution Failure

The ISDA 2014 Resolution Stay Protocol, published on November 12, 2014, by the International Swaps and Derivatives Association, Inc. (ISDA), represents a significant shift in the terms of the over-the-counter derivatives...more

Business Judgment Rule Protects Board's Decision to Maximize the Value of an Insolvent Delaware Corporation Even If It Puts...

Directors of an insolvent corporation face a host of difficult questions. Should they wind up operations or file for bankruptcy to preserve assets for creditors, or chart a riskier course that could lead the company back to...more

Delaware Court of Chancery Rejects Contemporaneous Ownership Requirement For Creditors Asserting Derivative Claims

In Quadrant Structured Products Co. v. Vertin, C.A. No. 6990-VCL, 2014 Del. Ch. LEXIS 193 (Del. Ch. Oct. 1, 2014), the Delaware Court of Chancery held that when creditors of insolvent firms assert derivative claims, they need...more

Financial Services Weekly News Roundup - October 2014 #3

Editor’s Note - Looking Ahead: December 1 Effective Date for FINRA Consolidated Supervision Rules. The new FINRA Supervision rules, approved by the SEC in December 2013, become effective on December 1, 2014. The new...more

Business Litigation Report -- July 2014

In This Issue: - Main Article: ..The Uniform Trade Secrets Act: Differences from the Common Law and from State to State - Noted With Interest: ..Enforceability of Settlement Terms in California...more

This Court’s Ruling Puts The Opinion In Auditor’s Internal Control Opinion

A brief ruling issued this week by U.S. District Court Judge James C. Mahan makes it clear that an auditor isn’t always liable even when a subsequent auditor uncovers fraud. In Oaktree Capital Mgmt., L.P. v. KPMG, 2014 U.S....more

Federal Court Removes Liquidators

The Full Court of the Federal Court of Australia (Full Court) has upheld part of the appeal of the Australian Securities and Investments Commission (ASIC) by removing liquidators in the case of Australian Securities and...more

CEO, CFO Named in SEC Actions For Concealing Control Problems

The co-founders of a Florida based computer company were named as Respondents in SEC administrative proceedings. The actions centers on significant internal control difficulties regarding the inventory which, rather than...more

ISDA Section 2(a)(iii) Amendment Limits Prerogatives of Non-Defaulting Parties

On June 19, the International Swaps and Derivatives Association (ISDA) published a long-awaited standard amendment to Section 2(a)(iii) of the ISDA Master Agreement (the Master Agreement). Section 2(a)(iii) of the Master...more

Business Litigation Report -- June 2014

In This Issue: - Main Article: ..Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.) – Bankruptcy Court Takes Unusual Steps to Declare Corporate Restructuring a Fraudulent Transfer - Noted With...more

Breaking the ISDA Section 2(a)(iii) Insolvency Stalemate

On 19 June 2014, the International Swaps and Derivatives Association (“ISDA”) published an amendment to the ISDA Master Agreement for use in relation to section 2(a)(iii) of that agreement, for parties who wish to amend their...more

Kazakhstan’s New Rehabilitation and Bankruptcy Law

The new law extends the grounds for shareholders’ liability and invalidation of transactions. On 26 March 2014, the new Rehabilitation and Bankruptcy Law (the New Law) took effect in Kazakhstan. The New Law supersedes...more

Flaa v. Montano, C.A. No. 9146-VCG (Del. Ch. May 29, 2014) (Glasscock, V.C.)

In this post-trial decision in a proceeding pursuant to 8 Del. C. § 225, the Court of Chancery invalidated stockholder action by written consent on the ground that the proxy solicitation materials failed to disclose an...more

Are Fairness Opinions Admissible on a Plan of Arrangement Hearing?

Differing viewpoints have recently arisen in the Ontario Superior Court of Justice (Commercial List) as to whether fairness opinions are admissible during court approval of plans of arrangement. In Champion Iron Mines Limited...more

BAC CEO Pays $10 Million Plus D&O Bar To Settle NYAG Market Crisis Case

Former Bank of America CEO Kenneth Lewis agreed to pay $10 million and to be barred from serving as an officer or director of a public company for three years to settle fraud charges brought by the New York Attorney General...more

Sentinel Decision Prioritizes Protection of Securities and Futures Markets

On March 19, 2014, the U.S. Court of Appeals for the Seventh Circuit decided Grede v. FCStone, LLC, Nos. 13-1232, 13-1278 (7th Cir. Mar. 19, 2014), an opinion that reinforces the importance of the portability of investment...more

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