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LLC Managers Beware: Get Involved With Member Distributions By an Insolvent LLC and You May Be Personally Liable

A chapter 7 trustee sued a manager of three limited liability company (LLC) debtors for breach of fiduciary duty and to hold the manager personally liable for distributions made to members, including himself....more

Doing Business in Canada: Directors' Liabilities

DIRECTORS’ LIABILITIES - In Canada, there is a legal duty for every director and officer of a corporation to act honestly and in good faith with a view to the best interests of the corporation when exercising his/her...more

Chancery Court Provides Additional Room for Shareholders Challenging Change of Control Transactions

What you need to know: In its recent decision in Chen v. Howard-Anderson, Delaware’s Court of Chancery held that directors and officers may be found to have acted in bad faith, thereby breaching their fiduciary duty of...more

Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations...more

Knowledge Of Executor’s Attorney Imputed To Executor For Claims Act Liability

Two individuals were appointed as co-executors of an estate. The decedent had not filed income taxes for a number of years. The attorneys prepared tax returns for the missing years, and the IRS assessed taxes against the...more

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

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

Tax Law Blog: Iowa Trust Industry Breathes a Sigh of Relief after the Supreme Court's Reversal in Trimble

On January 25, 2013, trustees around the state breathed a sigh of relief after the Iowa Supreme Court reversed the district court’s controversial decision in the trust case of In the matter of Trust #T-1 of Mary Fay Trimble....more

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