The Chartwell Chronicles: Tort Reform
2022 FCA Year in Review and Emerging Trends for 2023
Blogging made him both the Pope and the Tom Hanks of D&O insurance - Legally Contented Podcast
Corporate Criminal Liability in South America
Hinshaw Insurance Law TV – Cybersecurity Third and Final Part: Ransomware
Law Brief®: David Pfeffer and Richard Schoenstein Discuss the Legal Implications of Infrastructure Collapses
Texas House Passes Pandemic Liability Protection Act
Roadmap to Joint Venture Agreements: Legal and Accounting Considerations
The Risk of Personal Injury Claims from COVID-19 and What to Do About It
On-Demand Webinar | Eminent Domain in 2020: A Year in Review
What No Statutory COVID Immunity Means for Businesses
New Developments in the World of Section 230
False Claims Act Implications for PPP and Disaster Relief Loans: What Small Businesses Should Be Ready For
JONES DAY TALKS®: Riding the Green Bond Wave: Focus is on Standards as Volumes Surge
Blakes Continuity Podcast: Life Sciences: Liability and Immunity During COVID-19
A Discussion on the Kollaritsch v. Michigan State University Board of Trustees Decision
[WEBINAR] Automated Vehicle Pilot Project Risks and Smart Infrastructure
The UAE has taken a significant step forward in regulating space activities with Cabinet Decision No. 20/2023 on the Regulation for Ensuring Compensation of the Damage Caused to Third Parties While Practising Space Activities...more
Our London Financial Restructuring team authored the UK chapter of the 8th Edition of The Legal 500’s “Restructuring & Insolvency Comparative Guide". The guide provides information on the current issues affecting...more
You may have heard or even read about the U.S. Supreme Court’s recent decision regarding the date of death value of a deceased shareholder’s shares in a closely held corporation that owned a life insurance policy on the...more
Retaining key management at a distressed company in the midst of an out-of-court restructuring can be necessary for the success of the restructuring. To realign incentives, private credit lenders need to consider reloading...more
In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more
A Members Voluntary Liquidation ("MVL") is a process undertaken by a solvent company to wind up its affairs in an orderly manner when the company has concluded its activities and the shareholders wish to distribute the...more
On October 19, 2023, the Consumer Financial Protection Bureau (CFPB) released its long-awaited "Required Rulemaking on Personal Financial Data Rights" (Proposed Rule) for public comment. The Proposed Rule was issued under...more
There are two primary ways to structure the taxable purchase and sale of an incorporated business. The parties may engage in an asset acquisition, in which the buyer purchases assets directly from the target corporation....more
We have seen the IPO market stall, and the SPAC boom is now bust. So, what options are there for private companies looking to enter the public market in today’s economic climate? A transaction structured as a “reverse...more
In the wake of the recent news of bank failures, businesses—and their investors—are rightly concerned about the implications of a missed or delayed payroll. Let’s look at those implications, and strategies for minimizing...more
While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more
In former Chancellor Allen’s hallmark decision in In re Caremark International, Inc. Derivative Litigation, the Delaware Court of Chancery held that directors of a corporation owe stockholders the fiduciary duty of oversight....more
There is a growing trend of shareholders and other stakeholders using litigation to hold companies and their directors accountable regarding ESG issues. Shareholder activists and other stakeholders are using the courts in...more
After hackers targeted law firm emails and stole a portion of the merger consideration, the Delaware Court of Chancery found it was “reasonably conceivable” that an M&A buyer could be liable for not ensuring final payment...more
Managers of LLCs have similar duties to members of LLCs. A breach of these fiduciary duties can lead to a lawsuit and personal liability for directors, officers and LLC managers. ...more
Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more
Earlier this year, Houston Harbaugh wrote on the then-pending Pennsylvania Supreme Court case of Mortimer v. McCool, which presented the question of whether the Court would adopt the “enterprise” or “single entity” theory of...more
Last week, yet another federal court dismissed a shareholder derivative suit that claimed a company had failed to diversify its corporate leadership team. Shareholders had alleged that Opko Health Inc., a Miami-based medical...more
In a July 21, 2021 decision, the Supreme Court of Pennsylvania examined whether Pennsylvania recognizes the doctrine variously referred to as the “single-entity,” “enterprise,” or “horizontal liability” theory. Under that...more
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
In an opinion this month in Revive Investing LLC v. FBC Holdings S.A.R.L., Magistrate Judge Gorenstein of the Southern District of New York recommended the grant of summary judgment to the defendant in a Section 16(b)...more
A familiar fact pattern: ParentCo is the owner and controlling shareholder of SubCo. ParentCo completely controls SubCo. The two companies have the same officers, issue consolidated financial returns, and the profits and...more
COVID-19 has brought back financing terms not seen in the VC market since the last financial crisis. As valuations of public company comparables crumble and VCs engage in stricter price discipline, start-ups able to raise...more