News & Analysis as of

Consent Breach of Duty

Wiley Rein LLP

Insured Barred From Settling Without Insurer’s Consent Absent Breach of Duty to Defend But Insurer Must Exercise Good Faith in...

Wiley Rein LLP on

The United States District Court for the District of South Dakota, applying South Dakota law, has held that an insured healthcare system was barred from settling without its healthcare liability insurer’s consent where the...more

McGlinchey Stafford

Does An “As-Is” Clause In My Contract Preclude A Claim For Breach Of An Express Warranty? - The Bullet Point: An Ohio Commercial...

McGlinchey Stafford on

Easement by estoppel- DeepRock Disposal Solutions, LLC v. Forté Prods., LLC, 4th Dist. Washington No. 20CA15, 2021-Ohio-1436- In this appeal, the Fourth Appellate District affirmed as modified the trial court’s...more

Holland & Hart LLP

Uniform Principal and Income Act

Holland & Hart LLP on

Trustees constantly deal with the characterization of receipts and disbursements for the purposes of calculating fiduciary accounting income. Fiduciary accounting income is not the same as taxable income; taxable income is...more

Farrell Fritz, P.C.

Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

Farrell Fritz, P.C. on

Much digital ink has been spilled on this blog and elsewhere (Tom Rutledge’s terrific article can be read) concerning the ability of LLC controllers to adopt or amend an operating agreement without the consent of all members....more

Farrell Fritz, P.C.

Dissension Follows When Business Owners Don’t Put Their IP House in Order

Farrell Fritz, P.C. on

When you think about protecting a business firm’s intellectual property (IP), usually you think about protecting it from infringement by external actors. But there also are internal threats — even mortal ones — to the...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Technical Defects in Equity Issuances, Ratification of Defective Acts, and Related Fiduciary...

The Delaware Court of Chancery issued a post-trial decision determining that a director who refused to cooperate in remediating flaws in the company’s capital structure breached his fiduciary duty of loyalty and owed damages...more

Winstead PC

Court Affirmed Jury’s Findings Of Breach Of Fiduciary Duty By Joint Venture Partner And The Partner’s Representative

Winstead PC on

In CBIF v. TGI Friday’s, a joint venture partner sued the other partner for breaching fiduciary duties for unreasonably withholding consent regarding amending a lease and by acting out of its own self-interest in threatening...more

Morris James LLP

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

Morris James LLP on

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

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