News & Analysis as of

Personal Liability Fiduciary Duty

Liability for Directors of Nonprofit Corporations

Lawyers are often asked to serve on Boards of nonprofit corporations and if they do so, they will often be asked by other directors about the potential individual liability of a director for actions of the nonprofit, for...more

"Inside the Courts: An Update from Skadden Securities Litigators - February 2017 / Volume 9 / Issue 1"

We are pleased to present Inside the Courts (Volume 9, Issue 1), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

The Rosenbaum Law Firm Review - January 2017

by Ary Rosenbaum on

Concepts You May Not Be Aware Of As A 401(k) Plan Sponsor. Quite a few things out there. As a child, I was never taught the birds and the bees. I was actually handed some cartoon book from my parents when I was...more

Choice of Entity and Key Contents of Organization Documents

by Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

Yes, a Fiduciary was held personally liable

by Ary Rosenbaum on

In my practice, I always talk about how plan fiduciaries can be held personally liable for any issues regarding their retirement plan. Many plan sponsors just don’t pay any attention to that threat until they see it happen to...more

3 Strikes Against the IRS in Attempting to Impose Fiduciary and Beneficiary Liability for Estate Taxes

by Charles (Chuck) Rubin on

During her lifetime, Anna Smith established the Anna Smith Family Trust, a revocable trust administered for her benefit. Initially, Anna was initially a co-trustee with two of her children, but eventually became sole trustee....more

Exceptions to Limited Liability for LLC Members [Florida]

by Charles (Chuck) Rubin on

Fla.Stats. §605.0304(1) provides for the limited liability of LLC members - it provides: "A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the...more

Commercial Restructuring & Bankruptcy Alert - October 2016

by Reed Smith on

Welcome to the October 2016 issue of the CR&B Alert, the newsletter produced by Reed Smith's Commercial Restructuring & Bankruptcy Group. Excerpt from newsletter: DELAWARE AND NEW YORK AT ODDS OVER RECLAMATION...more

Tenth Circuit Upholds Nevada Law By Denying Stockholders Standing to Bring Claims on Behalf of Nevada Corporation

In In re Zagg Inc. Shareholder Derivative Action, No. 15-4001, 2016 U.S. App. LEXIS 11095 (10th Cir. June 20, 2016), the United States Court of Appeals for the Tenth Circuit held that stockholders of a Utah-based, Nevada...more

Court Holds That An Officer Of A General Partner Does Not Individually Owe Fiduciary Duties To The Partnership

by Winstead PC on

In Rainier Income Fund I v. Gans, two limited partnerships sued an individual, who was the president of the general partner of the partnerships and co-owner of the only other limited partner, for breaching fiduciary duties...more

Supreme Court Decision Establishes New Law Concerning The Rights Of Trustees In Rhode Island

In a case of first impression, the Rhode Island Supreme Court recognized a statutory right for trustees to recover their attorneys’ fees when a trust beneficiary refuses, without any basis, to release the trustee of his or...more

New Fiduciary Rule & Its Impact on Retirement Advice for Plan Sponsors

by Miles & Stockbridge P.C. on

After much controversy and criticism, the Department of Labor (DOL) issued a final conflict of interest rule on April 6th (the “Final Rule”) which expands the definition of a fiduciary for an “employee benefit plan,” as...more

Broker-Dealer Liability: Are the Rules Pertaining to Providing Investment Advice to Retail Customers About to Change?

In the securities industry, broker-dealers play an important and vital role. If the current broker-dealer regulatory environment is not daunting enough already, it is about to get more complicated and costly, from a revenue...more

2015 Georgia Corporation and Business Organization Case Law Developments

by Bryan Cave on

This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions...more

Directors And Officers’ Ultimate Escape From Personal Liability

In the Ultimate Escapes bankruptcy case, the U.S. District Court for the District of Delaware recently held that the “business judgment rule” may protect fiduciaries who negotiate and enter into unconventional financing...more

Montanile v. Board of Trustees: A New Model for Recovery

by Wilson Elser on

At times, money may be owed back to the benefit plan which paid benefits to or on behalf of a participant. For example, most health plans include a right to recover from a third party recovery amounts the plan paid. In the...more

Court Held That Plaintiff Stated A Claim Against Bank’s Employees For Individual Liability Based On Alleged Fiduciary Breaches

by Winstead PC on

In Medve v. JPMorgan Chase Bank, N.A., a plaintiff sued a bank and three of its employees for breaches of fiduciary duties arising from fiduciary accounts. No. H-15-2277, 2016 U.S. Dist. LEXIS 11961 (S.D. Tex. February 2,...more

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

A WARNing to Directors and Officers — Failure to give proper WARN Act notice may breach your fiduciary duty

At first glance, Stanziale v. MILK072011, looks like someone suing over a bad expiration date and conjures up images of Ron Burgundy proclaiming “milk was a bad choice.” But in actuality Stanziale is much more interesting: it...more

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

by Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Recent Cases of Interest to Fiduciaries

by McGuireWoods LLP on

In re Estate of House, 2014 Wash. App. LEXIS 3006 (Wash. Ct. App. 2014) - A release waiving any and all claims that the parties may have or may acquire, bars recovery for unknown claims existing at the time the release...more

Focus on Private Equity - July 2015

by McDermott Will & Emery on

What Private Equity Funds Should Know About ERISA: Basics of ERISA Coverage - The Employee Retirement Income Security Act of 1974, as amended (ERISA) imposes numerous duties on fiduciaries holding employee benefit...more

Protecting Directors and Officers From Derivative Liability Arising From Data Breaches

With data breaches affecting companies across virtually every industry, cyber security has remained front page news. Lawsuits brought by aggrieved consumers and financial institutions against companies that have suffered data...more

Avoiding Personal Liability: A Guide For Directors And Officers

by DLA Piper on

According to the popular media, we are living in an era of corporate crime. Scandals like Enron, HealthSouth and WorldCom stretch so far back they seem like they are not even of this millennium. Among the milestones since...more

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