News & Analysis as of

Breach of Duty › Preferred Shares

Troutman Pepper

Delaware Court of Chancery Confirms Enforceability of NVCA Covenant Not to Sue for Breach of Fiduciary Duty

Troutman Pepper on

In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more

Gray Reed

An Illustration of Remote Controller Fiduciary Liability

Gray Reed on

Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more

Foley & Lardner LLP

Common Misconceptions Regarding Preferred Stock Create Risk of Costly Mistakes

Foley & Lardner LLP on

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

Foley & Lardner LLP

Venture Capital Firms and Their Portfolio Company Directors Face Risk of Liability for Conflicts of Interest

Foley & Lardner LLP on

Venture capital firms and their director designees on portfolio company boards can find themselves stuck between their fiduciary duty to common shareholders and the terms of preferred investment documents. Before any other...more

Kramer Levin Naftalis & Frankel LLP

Funds Talk: July 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

Kramer Levin Naftalis & Frankel LLP on

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017) (“ODN”), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by...more

Kramer Levin Naftalis & Frankel LLP

Debt Dialogue: June 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

Kramer Levin Naftalis & Frankel LLP on

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by selling...more

Cole Schotz

Delaware Court Of Chancery Identifies Fiduciary Duty Constraints On Preferred Equity

Cole Schotz on

A recent decision of the Delaware Court of Chancery (the “Court”) places certain fiduciary constraints on a company’s ability to satisfy its obligations to its preferred equity holders. While investors often seek to acquire...more

Mintz - Securities Litigation Viewpoints

Federal Circuit Rules that Starr International Lacks Standing to Pursue Class Claims Stemming from the U.S. Government’s...

Mintz - Securities Litigation Viewpoints on

On May 9, 2017, the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”) affirmed in part and reversed in part an earlier decision from the U.S. Court of Federal Claims, which had held that aspects of the...more

Troutman Pepper

Directors Designated By Venture Capitalists And Other Preferred Stockholders Need To Be Mindful Of Inherent Conflicts: In re...

Troutman Pepper on

A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred investors on notice that they must attempt to maximize value for common...more

9 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide