John Wick - What You Need To Know about the Corporate Transparency Act
PODCAST: Williams Mullen's Benefits Companion - ERISA Forfeiture Litigation
Once Removed Episode 24: Expressing Goals and Intent for the Trust
Episode 322 -- Checking in on Caremark Cases
What Can A Tax Attorney Do For You? A Podcast With Janathan Allen
PODCAST: Williams Mullen's Benefits Companion - New Federal Rule Aims to Hold Investment Advisors to a Higher Standard
A Primer On Trusts - A Podcast with Janathan Allen
Podcast - Deberes fiduciarios de los administradores
New SEC Private Funds Rules – What Is Happening and What You Need to Know - Troutman Pepper Podcast
Podcast Episode 189: Adding Context to Compliance and Color To Your Legal Practice
BVI Companies and M&A
Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
PODCAST: Williams Mullen's Benefits Companion - Court Decisions Impacting Plan Sponsors and Fiduciaries
Litigation Trends In the Private Equity and Venture Capital Space
PODCAST: Williams Mullen's Benefits Companion - What Constitutes Plan Assets Under ERISA?
Update and Discussion on Legal and Practical Issues
Anne Daly, Judy Ringholz and Steve Ortquist on Healthcare Compliance Program Reviews
#WorkforceWednesday: SCOTUS in Review, Biden Acts to Limit Non-Competes, NY HERO Act Model Safety Plans - Employment Law This Week®
PODCAST: Williams Mullen's Benefits Companion - Missing Plan Participants
Board Diversity Podcast
In a recent opinion, Smith et al. v. UnitedHealth Group Inc. et al., the US Court of Appeals for the Eighth Circuit affirmed the dismissal of an Employee Retirement Income Security Act (ERISA) class action suit brought by...more
If the trustee in breach of trust conveys the trust property to a third party to the trust relationship, would the transferee be a necessary party to any action for breach of trust that the trust beneficiaries might bring?...more
A longstanding and critical incident of a trustee’s fiduciary duty of loyalty is the duty to vigorously defend the trust’s very existence, as well as all its material provisions (hereinafter “existence defense”), unless it...more
When the same health plan administrator both administers a benefit plan and pays the benefits due under the plan, it is considered by courts to have a structural conflict of interest. That conflict of interest is not...more
On August 30, 2023, the Florida Third District Court of Appeal affirmed the dismissal of negligence claims against First National Bank of South Miami brought by a group of limited liability companies after a bank customer...more
ESOPs can pay fair market value for the stock: Stock purchased by an ESOP must be appraised by an independent third party expert working with a trustee for the ESOP who must also be independent from the seller. The ESOP is...more
MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller. A special committee will likely satisfy the duty of care...more
The IRS Issue Snapshot-Third Party Loans from Plans dated August 23, 2022 is a short advice document for examiners to use when auditing tax-qualified retirement plans that invest in mortgages or other third party loans. IRS...more
It is not uncommon for an attorney to execute all or part of his or her client’s wishes, which may be in breach of a fiduciary duty owed by the client to a third party. The third party can certainly sue the client for...more
In Hussion St. Bldgs., LLC v. TRW Eng’rs, Inc., the plaintiff landowner claimed its real property was injured by the failure of an engineering firm involved in developing the adjoining property to include a water-detention...more
In a recent opinion, the South Dakota Supreme Court held that trust beneficiaries lacked standing to bring claims against a third party on behalf of the trust. In so holding, the court explained that trustees typically are...more
Welcome to the inaugural issue of The Insider. This new publication from King & Spalding’s Public Companies Practice, which will be produced periodically, is focused on key developments for chief legal officers and their...more
In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely...more
Key Takeaways from Foley's National Directors Institute Conference Panel - When it comes to a corporate board’s oversight of compliance programs, it’s no longer business as usual. In 2019, a Delaware court shifted the...more
On July 24, 2020, the Court of Chancery in Delaware rejected defendant Centene Corporation’s broad document requests and third-party subpoenas issued as part of a stockholder action to inspect books and records, but allowed...more
Real Property Update - Fraudulent Transfer: Real property that was worth less than mortgage encumbering it was not an asset per the plain language of section 726.102(2) and, therefore, could not support fraudulent transfer...more
Like fish need water in which to swim, private company owners need to secure capital on an almost continuous basis. Capital is necessary to develop the company’s products and services, to retain top talent and to market and...more
In CLC Roofing v. Helzer, a roofer purchased shingles from a seller and stored them on the seller’s property. No. 02-17-00229-CV, 2019 Tex. App. LEXIS 5927 (Tex. App.—Fort Worth July 11, 2019, no pet. history). ...more
Employee Retirement Income Security Act (ERISA) claims can potentially involve significant amounts in controversy, and in an effort to broaden the pool of potential defendants, ERISA plaintiffs are often fond of arguing that...more
Third-party assets controlled (de facto or de jure) by the respondent are ordinarily outside the scope of a freezing injunction unless exceptional circumstances can be established. In the recent case of FM Capital Partners...more
The Delaware Supreme Court’s seminal decision in Kahn v. M&F Worldwide Corporation (MFW) offers a pathway for having challenges to controlling stockholder “squeeze-out” mergers reviewed under the highly deferential business...more
As proxy access bylaws have continued to proliferate—with 60% of the S&P 500 now having adopted some form of proxy access provisions—the Council of Institutional Investors has decided that the time is right to update its 2015...more
In Delarosa v. Farmer's State Bank, the Missouri Court of Appeals, W.D., expounded upon the duty imposed upon Missouri Banks under § 469.270 of the Missouri's Uniform Fiduciaries Law ("UFL"). Specifically, the court addressed...more
At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash”...more
On February 10, 2016, the Texas Supreme Court heard argument in a case that involves the issue of legal standing to sue when a trust is injured by the actions of a third party. In DLA Piper US, LLP v. Linegar, Chris Linegar...more