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Shareholders Fraudulent Conveyance

Lowenstein Sandler LLP

Risk of Personal Liability Despite Incorporation

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One of the fundamental principles of corporate law is that the owners, directors and officers of a corporate entity generally are not personally responsible for the entity’s debts. Without this insulation from personal...more

Dechert LLP

Second Circuit Paves a Way to Protect LBO Payments from Avoidance Actions 

Dechert LLP on

The Second Circuit Court of Appeals recently held in In re Tribune Company Fraudulent Conveyance Litigation, No. 13-3992-cv (L) (2d Cir., Dec. 19, 2019) that Bankruptcy Code Section 546(e) barred claims seeking to avoid...more

Skadden, Arps, Slate, Meagher & Flom LLP

Second Circuit Recognizes ‘Customer’ Safe Harbor in Tribune LBO Litigation

As we had anticipated in our prior client alerts, the “customer” safe harbor defense to constructive fraudulent conveyance claims challenging securities transactions — which was flagged by the U.S. Supreme Court in Merit...more

Cadwalader, Wickersham & Taft LLP

No, You’re a Customer: Recent Second Circuit Decision Circumscribes Merit and Preempts State Law Impairment of Safe Harbor...

On December 19, 2019, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed a ruling of the United States District Court for the Southern District of New York (the “District Court”)...more

Coblentz Patch Duffy & Bass

Transferee Liability: The [Unlikely] Situation that your Nonprofit Receives a Charitable Gift with Expensive Tax Strings Attached

The case of Salus Mundi Foundation et al v. Commissioner - On August 15, 2016, the Tax Court decided in Salus Mundi Foundation et al v. Commissioner, T.C. Memo. 2016-154, that two foundations were liable as transferees...more

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