Introduction Under Delaware law, the board of directors of an insolvent company has wide latitude to pursue good-faith strategies to maximize the value of the firm. Trenwick Am. Litig. Tr. v. Ernst & Young, L.L.P., 906 A.2d...more
12/3/2021
/ Bankruptcy Court ,
Breach of Duty ,
Business Judgment Rule ,
Commercial Bankruptcy ,
Debt ,
Delaware General Corporation Law ,
Duty of Loyalty ,
Fiduciary Duty ,
Indemnification ,
Insolvency ,
Lenders ,
Liquidation ,
Motion to Dismiss ,
Personal Liability ,
Restructuring
Two United States Bankruptcy Judges for the Southern District of New York recently issued a joint opinion addressing common issues raised by motions to dismiss in two separate adversary proceedings – one pending before Judge...more
5/14/2018
/ Adversary Proceedings ,
Appeals ,
Avoidance ,
Bankruptcy Court ,
Breach of Duty ,
Chapter 11 ,
Chapter 15 ,
Comity ,
Commercial Bankruptcy ,
Conservators ,
Debtors ,
Dismissals ,
Fiduciary Duty ,
Financial Crisis ,
Foreign Banks ,
Forum Non Conveniens ,
Forum Shopping ,
Fraudulent Transfers ,
Insolvency ,
International Litigation ,
Judicial Review ,
Motion to Dismiss ,
Multi-Jurisdictional Litigation ,
Parent Corporation ,
Receivership ,
Stays ,
Ultra Vires
Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more
7/18/2017
/ Board of Directors ,
Breach of Duty ,
Commercial Bankruptcy ,
Commercial Insurance Policies ,
Contract Drafting ,
D&O Insurance ,
Fiduciary Duty ,
Indemnification Clauses ,
Private Equity ,
Securities ,
Spinoffs ,
Verizon
Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more
7/13/2017
/ Appeals ,
Banks ,
Breach of Duty ,
Chapter 11 ,
Class Action ,
Commercial Bankruptcy ,
Corporate Officers ,
Creditors ,
D&O Insurance ,
Debt Restructuring ,
Denial of Insurance Coverage ,
Directors ,
Insolvency ,
OTS ,
Parent Corporation ,
Policy Exclusions ,
Prior Wrongful Acts ,
Securities Violations ,
Shareholders ,
Subsidiaries ,
Transfer of Assets