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Breach of Duty Venture Capital

Morgan Lewis

Staying in the Fight: Getting Your Company Through the Down Round to the Next Round of Financing

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A “down round” is when a company raises capital based on a valuation that is lower (often materially so) than the company’s valuation in one or more prior financing rounds. Depending on the severity of the situation, a “down...more

Foley & Lardner LLP

Private Company Compliance: Investigations, Regulations, and Litigation

Foley & Lardner LLP on

We recently co-hosted an NACD “Private Company Compliance” webinar on the issues that directors of private companies should care about. In this episode, we focused on the increasing importance of supervising the...more

Freeman Law

Changes to Corporate Capital in Equity Financing Transactions

Freeman Law on

If the rule isn’t that anything goes with enough votes, what is it? Experienced entrepreneurs and investors alike understand that equity dilution is a fundamental aspect of investing in corporations. This is especially...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Foley & Lardner LLP

How VC-Backed Companies Can Mitigate #MeToo Risk

Foley & Lardner LLP on

The #MeToo and Time's Up movements have placed boards of directors in the spotlight for how quickly and thoroughly they respond to allegations of sexual assault, sexual harassment and other improper behavior by founders,...more

Winstead PC

New Year’s Resolutions for Majority Owners: Promoting Peace With Partners in 2019

Winstead PC on

Conflicts with business partners are not just a serious distraction for majority owners of private companies, these ownership disputes can be expensive, time-consuming and harmful to the long-term prospects of the business....more

Foley & Lardner LLP

Common Misconceptions Regarding Preferred Stock Create Risk of Costly Mistakes

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Preferred stock is commonly used for venture capital and private equity investments. It gives the investor the ability to convert to common stock if the deal succeeds, and also includes protection of the liquidation...more

Foley & Lardner LLP

Venture Capital Firms and Their Portfolio Company Directors Face Risk of Liability for Conflicts of Interest

Foley & Lardner LLP on

Venture capital firms and their director designees on portfolio company boards can find themselves stuck between their fiduciary duty to common shareholders and the terms of preferred investment documents. Before any other...more

Orrick, Herrington & Sutcliffe LLP

Orrick's Financial Industry Week In Review

Agencies to Propose Amending CRA Regulations to Conform to HMDA Regulation Changes, and Remove References to the Neighborhood Stabilization Program - On September 13, 2017, the Board of Governors of the Federal Reserve...more

Kramer Levin Naftalis & Frankel LLP

Funds Talk: July 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017) (“ODN”), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by...more

Kramer Levin Naftalis & Frankel LLP

Debt Dialogue: June 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by selling...more

A&O Shearman

After Settlement By Director Defendants Of Merger-Related Fiduciary Duty Breach Claims, Delaware Chancery Court Rejects Financial...

A&O Shearman on

On May 26, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted plaintiffs’ request to sever and stay fiduciary duty breach claims settled with directors of Good Technology Corporation (“Good”) and...more

Skadden, Arps, Slate, Meagher & Flom LLP

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

Orrick, Herrington & Sutcliffe LLP

Orrick's Financial Industry Week in Review

UBS and Capital Ventures Settle RMBS Dispute - On March 26, Capital Ventures International and several UBS affiliates filed a stipulation of dismissal after reaching a settlement disposing of all claims in the action....more

Troutman Pepper

Directors Designated By Venture Capitalists And Other Preferred Stockholders Need To Be Mindful Of Inherent Conflicts: In re...

Troutman Pepper on

A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred investors on notice that they must attempt to maximize value for common...more

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