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Board of Directors Dividends

Baker Donelson

NVCA Revises Model Forms Post-Moelis Ruling

Baker Donelson on

The National Venture Capital Association (NVCA) is the self-designated flagship trade association of the venture capital (VC) industry. Its primary mission includes promoting consistency and efficiency in VC financing...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing a Business Entity in Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more

Barnea Jaffa Lande & Co.

The Profit Test for Dividend Distribution – Israeli Court Ruling

The Israeli Companies Law provides for two tests a company’s board of directors must perform to approve a resolution to distribute dividends. The first test is the “profit test” and the second is the “solvency test.”...more

Morrison & Foerster LLP

Common Provisions in Venture Capital Term Sheets: Dividends

This article is one in a series of articles explaining various terms commonly seen in term sheets issued by venture capital funds. We give example language based on the commonly referenced National Venture Capital Association...more

International Lawyers Network

Establishing A Business Entity In Lithuania (Updated)

1. Types of Business Entities - Investors may choose from the following types of business entities: • Private limited liability company • Public limited liability company • Individual enterprise • Limited...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing A Business Entity In Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more

Goodwin

BTI v. Sequana - What’s new for directors in the zone of insolvency?

Goodwin on

In BTI 2014 LLC v. Sequana SA and Others [2022] UKSC 25 (“Sequana”), the Supreme Court confirmed the existence of a duty owed at common law by company directors to consider the interests of its creditors, and also provided...more

Venable LLP

UK Supreme Court Issues Long-Awaited Judgment Regarding Company Directors' Duties to Creditors

Venable LLP on

​​​​​​​In an important decision for U.S. companies with UK subsidiaries, the UK Supreme Court recently handed down its long-awaited judgment in BTI 2014 LLC v. Sequana S.A., the first case in which the UK's highest court...more

Goodwin

Do Directors Have a Duty to Consider the Interests of Creditors Prior to Insolvency?

Goodwin on

On 5 October 2022, the English Supreme Court handed down its decision in BTI 2014 LLC v Sequana SA and others. This (as described by Lady Justice Arden) “momentous” decision principally concerns whether directors are under...more

International Lawyers Network

Establishing A Business Entity In Turkey (Updated)

A. Types of Business Entities - 1. Description of The Types of Entities - Pursuant to Turkish Foreign Direct Investment Law, foreign investors are free to make foreign direct investments in Turkey and shall be subject...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

Faegre Drinker Biddle & Reath LLP

Revaluing Assets and Liabilities When Paying Dividends or Repurchasing Shares – Delaware Provides New Guidance for Boards

Boards of directors often seek to return cash to stockholders in the form of dividends or stock buybacks. Both methods are common for public companies, and in a private equity-backed company, owners frequently recapitalize...more

Allen Matkins

When Is The "Time Of Distribution" To Shareholders?

Allen Matkins on

Chapter 5 of the California General Corporation law prohibits a distribution to shareholders unless certain conditions are met.  In order to determine whether these conditions are met it is necessary to know when the...more

Allen Matkins

How To Eliminate Accrued Dividends

Allen Matkins on

The existence of accrued and unpaid dividends can hang like an ominous cloud over a corporation's future financings.  Are these accrued but unpaid dividends in the nature of a debt that cannot be erased by an amendment of the...more

Allen Matkins

Why California Law Applies To Dividends Made By A Delaware Corporation (And Not To Some California Corporations)

Allen Matkins on

Corporations incorporated under California's General Corporation Law are subject to the limitations on distributions set forth in Chapter 5 of that law.   A foreign corporation may also be subject to Chapter 5 by virtue of...more

International Lawyers Network

Establishing A Business Entity In Turkey (Updated)

A. Types of Business Entities - 1. Description of The Types of Entities - Pursuant to Turkish Foreign Direct Investment Law, foreign investors are free to make foreign direct investments in Turkey and shall be subject...more

Allen Matkins

May The Board Cancel A Declared Dividend?

Allen Matkins on

A dividend involves three steps.  First, the dividend is declared by the board of directors, second a record date is determined by the board (or by corporate law), and lastly the dividend is paid.  Occasionally, the question...more

Farrell Fritz, P.C.

Corporate Tax Hike On The Horizon: Using Reasonable Compensation To Withdraw Value

Farrell Fritz, P.C. on

Corporate Rate Increase? We begin this week with the Senate having passed the President’s $1.9 trillion coronavirus relief and economic stimulus plan (the “American Rescue Plan” following a marathon session during which...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

Barnea Jaffa Lande & Co.

Economic Court Restores Certainty to Profit Test for Dividend Distributions

Pursuant to the Companies Law, in order for a company to be able to distribute a dividend, it must pass two “distribution tests”: the profit test and the solvency test.   The profit test is a retroactive technical test that...more

K&L Gates LLP

COVID-19: Delaware's 2020 Amendments to its General Corporation Law Respond to COVID-19 and More

K&L Gates LLP on

On 16 July 2020, the General Corporation Law of the State of Delaware (the DGCL) was amended (the 2020 Amendments) to assist Delaware corporations in responding to challenges arising from the novel coronavirus (COVID-19)...more

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