Episode 322 -- Checking in on Caremark Cases
Podcast - Deberes fiduciarios de los administradores
PODCAST: Williams Mullen's Benefits Companion - Court Decisions Impacting Plan Sponsors and Fiduciaries
Update and Discussion on Legal and Practical Issues
Law School Toolbox Podcast Episode 319: Listen and Learn -- Negligence: Duties of Landlords, Owners, and Possessors of Land
Bar Exam Toolbox Podcast Episode 149: Listen and Learn -- Negligence: Duties of Landlords, Owners, and Possessors of Land
#WorkforceWednesday: SCOTUS in Review, Biden Acts to Limit Non-Competes, NY HERO Act Model Safety Plans - Employment Law This Week®
Board Diversity Podcast
PODCAST: Williams Mullen's Benefits Companion - Cybersecurity Considerations for Retirement Plan Sponsors
Navigating the New Normal: Risk Management and Legal Considerations for Real Estate Companies
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Podcast: Supreme Court May Resolve Key ERISA Statute of Limitations and Proprietary Fund Litigation Questions
The Insider Trading Cartoon Series, Vol. 13 -- The Barry Switzer Story
Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers
If Sisyphus were a judge, he’d be assigned the Fuks case. Fuks began on December 26, 1996. Fire up your mental time machine, travel back in time, and picture what was going on in your life those many years ago....more
Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas...more
Commercial Division litigators are keenly aware of CPLR 3215’s proof requirements. We can recite in our sleep the need to submit (1) proof of service, (2) proof of default, (3) the amount due, and (4) facts constituting the...more
In a recent decision of the BVI Commercial Court, the Honourable Mr Justice Wallbank dismissed an application by the Defendants in King Bun Limited & Ors v Lau Man Sang James & Ors to set aside a previous order granting...more
The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more
Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
Just when trustees are feeling safe to go back into the water after the Hong Kong Court of Final Appeal spoke in Zhang Hong Li v. DBS Bank (Hong Kong) Ltd [2019] along comes Ivanishvilli v. Credit Suisse Trust Ltd [2023]...more
In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
Antero Resources Corp. v. C & R Downhole Drilling, Inc. et al, proves again the extreme risk when one bites the hand that feeds him (shoutout to Greek poet Sappho, 600 BCE). Antero sued former employee Kawsak and his...more
More often than not, the centerpiece of an intra-owner business dispute is a claim that those in control of the business breached their fiduciary duties to the company or the minority owners. While often easy to assert, the...more
We continue to provide legal resources for our military veterans returning to the workplace in our monthly “Vets to Ventures” series. Previously, we have discussed how skills acquired in the military translate into becoming a...more
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
Parallel business divorce proceedings in the same or different courts alleging overlapping or duplicative claims are common. When it occurs, judges must often determine whether to dispose of one so the other may proceed...more
In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more
Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more
In Gandhi-Kapoor v. Hone Capital, LLC, No. 2022-0881-JTL (Del. Ch. July 19, 2023), the Delaware Court of Chancery held respondents Hone Capital LLC and certain related companies in contempt for failing to either object to or...more
Misappropriation of corporate opportunity is one of our favorite, most frequently blogged topics on New York Business Divorce. A special kind of breach of fiduciary duty, the corporate opportunity doctrine holds that...more
We recently co-hosted an NACD “Private Company Compliance” webinar on the issues that directors of private companies should care about. In this episode, we focused on the increasing importance of supervising the...more
Occasionally, we come across court cases in which the majority owners so egregiously mistreated their minority co-owners that it’s difficult not to write about it — if only as a lesson in what not to do to separate oneself as...more
Executive Summary- A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of: • “fair price” immunizing “unfair process” in the “entire fairness” analysis, and - •...more
Earlier this year, using as a springboard the Maryland intermediate appellate court’s decision in Eastland Food Corp. v Mekhaya, I posted about a topic on which there’s little or no New York law, viz., whether a complaint for...more
Do New York’s Surrogate’s Courts have jurisdiction to compel an accounting related to a non-party limited liability company in which the decedent’s estate has only a minority interest? ...more
MiniCorp has five shareholders, all of whom are employees. Each shareholder’s employment agreement states that they are an at-will employee of MiniCorp, and the shareholders agreement provides that when a shareholder’s...more