Fiduciary Duty, Carve Out Provisions

Delaware Supreme Court Holds That Dilution Claims Against a Controller Are Solely Derivative, Overruling Prior Precedent

Fenwick & West LLP on 9/24/2021

On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more

Management and Common Stockholder Resistance to Acquisitions, and Using Carve-Outs to Overcome It

Farrell Fritz, P.C. on 8/26/2020

This past June, autonomous vehicle technology startup Zoox agreed to be acquired by Amazon for a whopping $1.3 billion. Time for the common stockholders to pop the champagne, right? Not exactly, according to a complaint...more

Management Carve-Out Plans

Mintz Edge on 7/22/2020

A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their...more

Striking Down Decades-Old Precedent, Ninth Circuit Rules That ERISA Breach of Fiduciary Duty Claims May Be Arbitrated

Littler on 8/26/2019

On August 20, 2019, a three-judge panel of the U.S. Court of Appeals for the Ninth Circuit issued an opinion in Dorman v. Charles Schwab Corp., overturning its 1984 position in Amaro v. Continental Can Co. that lawsuits filed...more

Debt Dialogue: August 2017 - Admitting an Inability to Pay Debts as They Become Due: What Does It Mean?

Kramer Levin Naftalis & Frankel LLP on 9/5/2017

Among the litany of events of defaults often found in indentures and other credit documents is an issuer’s admission in writing of its inability to pay its debts as they come due. Like other insolvency events of default, this...more

Financial Services Quarterly Report - First Quarter 2016: Northstar Decision on Remand: U.S. District Court Holds SLUSA Precludes...

Dechert LLP on 3/31/2016

In a complete victory for Defendants, on February 23, 2016, a federal district court dismissed with prejudice the final remaining claims in Northstar Financial Advisors, Inc. v. Schwab Investments et. al., which had been...more

New York’s Lichtenstein Decision Highlights Conflicts of a Carve-Out Guarantor

Baker Donelson on 8/15/2013

The recent New York case of Lichtenstein v. Willkie Farr addresses a borrower's conflict caused, in part, by a loan covenant. The covenant invoked personal liability of the members in the event the entity files a voluntary...more

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