News & Analysis as of

Advancement

Robins Kaplan LLP

Advancement Proceedings: A Litigation Expense Your Client Might Not Have Anticipated

Robins Kaplan LLP on

When representing a client, it is helpful when law and logic align in an obvious manner. But alignment of law and logic sometimes appears murky at best, and often directly at odds. An example of this is when you need to...more

Morris James LLP

Delaware Court of Chancery Holds Company in Contempt for Failure to Pay Advancement

Morris James LLP on

Directors, officers and other members of management often have the right under a company’s organizational documents to have defense costs advanced during the pendency of a covered case, investigation or other proceeding. If...more

Williams Mullen

North Carolina Business Court’s Recent Opinions on Advancements and Indemnification for Company Officials

Williams Mullen on

Serving as a company official—whether an LLC manager or an officer or director of a corporation—can sometimes be a risky prospect. Company officials on occasion find themselves at the center of complex litigation solely...more

Mintz

Employers Address "Quiet Quitting"

Mintz on

You've likely heard about the latest term to enter the workplace zeitgeist - "quiet quitting" - from any number of sources, including the New York Times and the Wall Street Journal. Advocates of "quiet quitting" are largely...more

Morris James LLP

Chancery Stays Advancement Action in Favor of Pending Related Federal Action

Morris James LLP on

The Harmon 1999 Descendants’ Trust v. CGH Investment Management, LLC, C.A. No. 2021-0407-KSJM (Sept. 21, 2021) - Generally, absent unusual circumstances, claims for advancement will not be stayed or dismissed in favor of...more

Morris James LLP

Chancery Rules Corporation Cannot Offset Wife’s Recoupment Against Husband’s Advancement Simply Because the Pair Signed a Single...

Morris James LLP on

Perryman v. Stimwave Tech. Inc., C.A. 2020-0079-SG (Del. Ch. Apr. 15, 2021) - Section 145 of DGCL permits corporations to grant advancement rights to persons who may be entitled to indemnification so that they may fund...more

Morris James LLP

Chancery Finds Company Responsible for Advancing Costs of Defense to Its CEO in a Claim Brought by the Company

Morris James LLP on

International Rail Partners LLC v. American Rail Partners, LLC, C.A. No. 2020-0177-PAF (Del. Ch. Nov. 24, 2020) - The Delaware Limited Liability Company Act (the “LLC Act”) allows a limited liability company (“LLC”) to...more

Morris James LLP

CCLD Finds Insurer’s Advancement Obligation Triggered Prior to Final Non-Appealable Damages Judgment

Morris James LLP on

Ferrellgas Partners L.P v. Zurich American Insurance Company, C.A. No. N19C-05-275 MMJ CCLD (Del. Super. Aug. 20, 2020) - The Superior Court of Delaware, Complex Commercial Litigation Division recently expanded on its...more

Morris James LLP

Chancery Declines to Follow Transcript Ruling, Finds Plaintiff is Entitled to Advancement of Fees Incurred in Underlying Action...

Morris James LLP on

Day v. Diligence, Inc., C.A. No. 2020-0076-SG (Del. Ch. May 7, 2020) - By letter ruling, the Court of Chancery held that plaintiff, a director and former officer of the entity defendant, (“Plaintiff”), was entitled to the...more

Downey Brand LLP

Put It on My Tab – When Is a Lifetime Gift in California an Advancement Against Inheritance?

Downey Brand LLP on

A primary purpose of estate planning is to determine what a child will inherit (if anything) upon a parent’s death. But what about a gift given during the parent’s life? Is it an advance on the child’s inheritance, like...more

Morris James LLP

Chancery Modifies Advancement Award, Finds Amended Claim Challenging Only Post-Separation Conduct No Longer Triggered Advancement...

Morris James LLP on

Carr v. Global Payment Inc., C.A. No. 2018-0565-SG (Del. Ch. Dec. 11, 2019). Under Delaware law, an order requiring a company to advance attorneys’ fees and expenses may be modified if the claims that triggered the...more

King & Spalding

Hertz Seeks Claw-Backs from Former Executives

King & Spalding on

Earlier this year, Hertz Corporation filed suit against several former executives, including its former CEO, CFO and general counsel, seeking to recover under its claw-back policies approximately $70 million in incentive...more

Farrell Fritz, P.C.

Advance! Amend! Retreat!

Farrell Fritz, P.C. on

The title of this post describes not an army maneuver, but the outcome of a recent lawsuit in Delaware Chancery Court for advancement of litigation expenses in which...more

Farrell Fritz, P.C.

Can the Company Pay My Legal Fees?

Farrell Fritz, P.C. on

Under the so-called “American Rule,” litigants usually must pay their own lawyer fees. But in business divorce and other private company disputes between business co-owners, there are a variety of ways for individual...more

K&L Gates LLP

Chancery Court Finds That Allegations Related To Post-Separation Use Of Confidential Information Learned Pre-Separation Warrant...

K&L Gates LLP on

In Ephrat v. medCPU, Inc., C.A. No. 2018-0852-MTZ (Del. Ch. June 26, 2019), the Court of Chancery found that conduct occurring after Eyal Ephrat and Sonia Ben-Yehuda (together, “Petitioners”) left their positions warrants...more

Morris James LLP

Advancement Available for Post-Separation Misuse of Confidential Information Obtained “By Reason of the Fact” of Corporate Service

Morris James LLP on

Ephrat v. medCPU, Inc., C.A. No. 2018-0852-MTZ (Del. Ch. Jun. 26, 2019). Former directors and officers may be entitled to advancement for post-separation conduct if that conduct is "by reason of the fact" of the directors'...more

Stinson - Corporate & Securities Law Blog

The Right Way to Release Claims for Advancement on Termination of Employment

In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs,...more

Morris James LLP

Chancery Finds Advancement Decision Not Immediately Appealable When Reasonableness Disputes Remain

Morris James LLP on

Sider v. Hertz Global Holdings Inc., C.A. No. 2019-0237-KJSM (Del. Ch. Jun 17, 2019). Prior to this ruling, no Delaware opinion had addressed the question of whether decisions granting entitlement to advancement rights are...more

Farrell Fritz, P.C.

Ambiguous Advancement Provision Favors Former Officer and Director

Farrell Fritz, P.C. on

I’ve long been intrigued with the frequency of litigation — especially in Delaware Chancery Court — over advancement of legal fees of a corporate director or officer or LLC manager who’s the target of a lawsuit by the entity...more

Shearman & Sterling LLP

Delaware Chancery Court Finds Limited Liability Companies Can Be Liable For Advancement To Members, Even Under Delaware Corporate...

On April 30, 2019, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery held that plaintiff Freeman Family LLC (“Freeman”), a member of Park Avenue Landing LLC (the “Company”), is entitled to advancement...more

Fox Rothschild LLP

Advancement Awarded To Delaware LLC Member By Court Of Chancery

Fox Rothschild LLP on

In a recent opinion issued by the Delaware Court of Chancery, Freeman Family LLC v. Park Avenue Landing LLC, C.A. No. 2018-0683-TMR (Del. Ch. Apr. 30, 2019), Vice Chancellor Montgomery-Reeves granted advancement to a member...more

Farrell Fritz, P.C.

Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest

Farrell Fritz, P.C. on

Notwithstanding we’ve had no more than a dusting of snow thus far in my downstate New York neck of the woods, welcome to another edition of Winter Case Notes in which I visit my backlog of recent court decisions of interest...more

Brooks Pierce

NC Business Court Steps Into Uncharted Territory On Advancement And Indemnification For Corporate Officers

Brooks Pierce on

Judge Robinson boldly went where no North Carolina Judge writing published Opinions had gone before last month in the case of Wheeler v. Wheeler, 2018NCBC117. The subject was a corporate officer’s right to the advancement of...more

Morris James LLP

Court Of Chancery Resolves Allocation Issues In Advancement Case

Morris James LLP on

Weil v. Vereit Operating Partnership LP, C.A. 2017-0613-JTL (February 13, 2018) - This decision clearly sets out how to allocate fees for claims subject to advancement of attorney fees from those that are not covered by an...more

Zuckerman Spaeder LLP

Cardiac Arrest: A CEO’s Story of Criminal Jeopardy

Zuckerman Spaeder LLP on

When an executive becomes embroiled in a dispute with an employer, the executive tends to take it personally. And when the executive’s conflict is with the government, the executive’s sense of outrage ratchets up even more....more

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