News & Analysis as of

Board of Directors Liquidation

Latham & Watkins LLP

Directors Duties and Misfeasance Trading Lessons From BHS

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Actions brought against the BHS directors by the group’s liquidators have resulted in the largest reported award for wrongful trading since the provision’s introduction, but the judgment highlights some unsettled areas of the...more

Baker Donelson

NVCA Revises Model Forms Post-Moelis Ruling

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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

Troutman Pepper

Delaware Court of Chancery Clarifies Fiduciary Limitations on Controlling Stockholder's Exercise of Voting Power

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In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more

Hogan Lovells

Liquidating companies in the Netherlands per 15 November 2023

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On 14 March 2023, a new law (Tijdelijke wet transparantie turboliquidatie) was adopted by the Dutch legislator. This law introduces a filing obligation of the managing board that will apply to shortened liquidation procedures...more

Conyers

A Clever Shortcut? Thoughts on the China Properties Group Case

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In the case of Re China Properties Group Limited (in Liquidation) [2023] HKCFI 2346, the Hong Kong Court has shown its commitment to providing assistance to local liquidators appointed by it by asserting in personam...more

International Lawyers Network

Bankruptcy, Insolvency & Rehabilitation Proceedings in Australia (Updated)

This guide offers an overview of legal aspects of bankruptcy, insolvency, and rehabilitation in the requisite jurisdictions. It is meant as an introduction to these marketplaces and does not offer specific legal advice....more

Conyers

Directors’ Post-Liquidation Duties under BVI Insolvency Law

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In the recent decision of Greig William Alexander Mitchell & Ors v Sheikh Mohamed Bin Issa Al Jaber & Ors [2023] EWHC 364 (Ch), the English High Court was required to consider the question of what duties (if any) a director...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

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

International Lawyers Network

Bankruptcy, Insolvency & Rehabilitation Proceedings in Australia (Updated)

This guide offers an overview of legal aspects of bankruptcy, insolvency, and rehabilitation in the requisite jurisdictions. It is meant as an introduction to these marketplaces and does not offer specific legal advice....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

Barnea Jaffa Lande & Co.

New Israeli Supreme Court Ruling Expected to Reduce Legal Protection Granted to Managers and Board Members in Israel

After a lawsuit filed by liquidators of a company that collapsed against the company’s former officers, directors, and independent auditors was dismissed in limine, a new Israeli Supreme Court ruling overturned that decision...more

Goodwin

What You Need To Know About Negotiating A Venture Term Sheet

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For any founder, whether a first-timer or a serial entrepreneur, it’s an exciting moment when you receive a term sheet from a venture capital fund for your company’s first preferred stock financing round. Excitement aside,...more

Goodwin

Potential Personal Liability Of UK Directors For Company Debts

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This bulletin is of particular interest to our clients and contacts who are directors of UK companies which face liquidity issues. Directors (including shadow directors) can be liable for the debts of their companies when...more

Pillsbury Winthrop Shaw Pittman LLP

Implementing China’s New Foreign Investment Law, Part Five: Exit Options for Investors of Foreign Invested Enterprises

The fifth and final installment of a series of alerts focusing on practical issues relating to China’s new Foreign Investment Law. Foreign investors seeking to exit from their existing foreign invested enterprises (FIEs)...more

Jones Day

Federal Court of Australia Finds Liquidator's Breach of Duty Claim Against Directors of Holding Company Valid

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The Situation: The question in Termite Resources NL (in liq) v Meadows, in the matter of Termite Resources NL (in liq) (No 2) [2019] FCA 354 was whether, in circumstances where the strategic, managerial and major operational...more

White & Case LLP

Belgian Code on Companies and Associations: A practical handbook on the new law

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The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing...more

Poyner Spruill LLP

Recent Decision Highlights Potential Personal Liability of Hospital Directors Based on Breach of Fiduciary Duty

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In a recent case, a federal bankruptcy court in Michigan reviewed important questions involving breach of fiduciary duty and the application of the business judgment rule to both management and volunteer board members of a...more

Poyner Spruill LLP

Corridors Fall 2018 - News for North Carolina Hospitals

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Recent Decision Highlights Potential Personal Liability of Hospital Directors Based on Breach of Fiduciary Duty - In a recent case, a federal bankruptcy court in Michigan reviewed important questions involving breach of...more

BCLP

Singularis v Daiwa: UK banks beware!

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The Global Restructuring and Insolvency Developments team of BCLP presents this very concerning opinion for any financial institution that operates in the United Kingdom. Specifically, in Singularis Holdings Ltd (in Official...more

Foley & Lardner LLP

Common Misconceptions Regarding Preferred Stock Create Risk of Costly Mistakes

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Preferred stock is commonly used for venture capital and private equity investments. It gives the investor the ability to convert to common stock if the deal succeeds, and also includes protection of the liquidation...more

Adler Pollock & Sheehan P.C.

Maintain Separation Between A Nonprofit And The Foundation That Supports It

A nonprofit corporation is a business with assets and liabilities just like any other business. When a nonprofit runs into financial trouble, its creditors usually do the same thing as creditors of a for-profit business: ...more

McCarter & English, LLP

Anatomy of a Term Sheet: Series A Financing

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

Morris James LLP

Court Of Chancery Determines That Advancement Claim Is A General Creditor Claim

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These two decisions hold that an advancement claim should be treated as a claim of a general creditor by a company in liquidation. Hence, those claims do not get priority in payment along with administrative expenses of the...more

Smith Anderson

Flawed, but Fair: Updated Guidance for Boards and Investors

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A recent Delaware decision, in re Trados Incorporated Shareholder Litigation, underscores a director’s responsibilities in “underwater” venture deals. In a 114-page opinion by Vice Chancellor Laster, the court reviewed the...more

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