News & Analysis as of

Board of Directors Subsidiaries

Allen Matkins

Nevada Supreme Court Rejects The "Uncontrollable Child" Theory Of Parent-Subsidiary Relationships

Allen Matkins on

Nevada famously limits directors and officers from personal liability.  However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction.  For example, the Nevada Supreme Court recently held that...more

Eversheds Sutherland (US) LLP

Whose right is it? Impact of bankruptcy on lender's prepetition exercise of proxy rights

In In re CII Parent, Inc., the Bankruptcy Court for the District of Delaware affirmed a secured lender’s prepetition exercise of its proxy rights and its subsequent removal and replacement of the directors/managers of the...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

Allen Matkins

California's Myopic Definition Of "Subsidiary"

Allen Matkins on

Section 189 of the California General Corporation Law defines "subsidiary" as follows...more

A&O Shearman

Okpabi: Supreme Court rules that Nigerian communities can sue Shell and its Nigerian subsidiary in England

A&O Shearman on

Okpabi and others (Appellants) v Royal Dutch Shell Plc and another (Respondents) [2021] UKSC 3, 12 February 2021. The UK Supreme Court has ruled that the English courts have jurisdiction to hear a claim by over 40,000...more

Troutman Pepper

The Latest Successful Caremark Claim

Troutman Pepper on

In Teamsters Local 443 Health Services & Insurance Plan v. Chou, the Delaware Court of Chancery held, at the pleading stage, that plaintiff stockholders had stated a claim for Caremark oversight liability against certain of...more

Dorsey & Whitney LLP

The “Long Goodbye” to Duty of Care as a Real Basis for Director Liability in M&A: The Legacy of Chancellor Allen

Dorsey & Whitney LLP on

The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more

Locke Lord LLP

Insurance Considerations Arising From Spinoff Transactions

Locke Lord LLP on

Since January 1, 2019 there have been approximately 20 spinoff transactions announced. And to date there have been a number of instances of litigation arising out of spinoffs, some of which have insurance-related issues in...more

K&L Gates LLP

Court Of Chancery Applies Political Question Doctrine In Deferring To U.S. President’s Recognition Of Venezuelan President And...

K&L Gates LLP on

In Jiménez v. Palacios et al., C.A. No. 2019-0490-KSJM (Del. Ch. Aug. 2, 2019), the Delaware Court of Chancery accepted as binding the U.S. President’s recognition of a foreign government and upheld the validity of that...more

White & Case LLP

2019 Summer review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the first half of 2019 and their impact on M&A transactions. This review looks at these...more

Allen Matkins

Leaving California By Short-Form Merger Without Shareholder Approval Fugetaboutit!

Allen Matkins on

California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must...more

Dechert LLP

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of...

Dechert LLP on

In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more

Latham & Watkins LLP

UK Court of Appeal: When to Trigger the Creditor Duty Shift

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Ruling provides guidance on how close to insolvency a company needs to be before directors must consider creditors’ interests. The UK Court of Appeal has ruled that the payment of a lawful dividend did not, on the facts,...more

Morris James LLP

Chancery Finds Controlling Stockholder Impliedly Consented to Jurisdiction Through Board’s Adoption of Delaware Forum-Selection...

Morris James LLP on

In re Pilgrim’s Pride Corp. Derivative Litigation, Consol. C.A. No. 2018-0058-JTL (Del. Ch. Mar. 15, 2019). Stockholders that control Delaware corporations find themselves subject to fiduciary duties. According to this...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

The “Fake President” Fraud: What It Is and How Multinational Companies Can Protect Themselves

Have you heard of the “fake president” fraud? Despite the name, it has nothing to do with politics; it is a worldwide financial scam that has affected hundreds of multinational companies, especially companies in Europe. ...more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

Dechert LLP

Global Private Equity Newsletter - Fall 2018 Edition: EU General Court: Financial Investors Liable for Anticompetitive Conduct of...

Dechert LLP on

The General Court of the European Union recently held, in Goldman Sachs v. Commission, that purely financial investors such as investment funds may be held jointly and severally liable for competition law violations...more

Pillsbury Winthrop Shaw Pittman LLP

Officers’ Duty to Obey Board of Directors’ Instructions Overrides Duty to Provide Information

Citing duty to obey the board’s lawful instructions, the Seventh Circuit rejects breach of fiduciary duty claims under Indiana law against bankrupt bank holding company’s former officers. Corporate officers of a distressed...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Technical Defects in Equity Issuances, Ratification of Defective Acts, and Related Fiduciary...

The Delaware Court of Chancery issued a post-trial decision determining that a director who refused to cooperate in remediating flaws in the company’s capital structure breached his fiduciary duty of loyalty and owed damages...more

White and Williams LLP

Is a “Vice President” an Officer for Indemnity Purposes? Delaware and New Jersey Weigh In

White and Williams LLP on

What makes a corporate officer an “officer”? For corporations, the issue of who qualifies as an officer is significant because corporations may be required to advance legal expenses and indemnify their officers pursuant to...more

McDermott Will & Emery

Corporate Law & Governance Update - May 2018

McDermott Will & Emery on

Major Workforce Culture Controversy - A recent, highly-publicized controversy provides a near-worst case scenario of how workforce culture issues can damage corporate reputations and raise questions about board oversight. ...more

Bennett Jones LLP

Personal Liability Under Canada's Anti-Spam Law

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Under Canada's Anti-Spam Law (CASL) not only may a corporation that fails to comply be liable to pay a monetary penalty but personal liability may also arise. Section 31 provides that "An officer, director, agent or mandatary...more

Skadden, Arps, Slate, Meagher & Flom LLP

"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a...more

Arnall Golden Gregory LLP

Minimizing ‘Alter Ego’ Risk for Irish and Northern Irish Parents of US Affiliates

Previously, I’ve written how forming a U.S. affiliate can be like using a lightning rod for U.S. litigation risk. Properly used, a U.S. affiliate can help keep U.S. litigation risk away from the Irish/NI parent and its...more

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