Podcast: Illinois Tool Works Inc. & Subsidiaries v. Commissioner of Internal Revenue
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
In Dunn v. Chappelle (In re Alta Mesa Res., Inc.), a bankruptcy trustee sued the officers and directors of a limited partnership and related entities for operating a drilling program despite having lower than expected...more
FOREWORD - On behalf of the new and expanding Goodwin London litigation team I am delighted to welcome you to our first ever ‘Litigation Insights’: a series of quarterly updates on important and interesting developments...more
A former participant in the L Brands 401(k) Savings and Retirement Plan is suing the plan sponsor for breaching their fiduciary duty under the Employee Retirement Income Security Act (ERISA) by allowing excessive fees for...more
Courts sometimes disagree over whether provisions in a borrower's organizational documents designed to prevent the borrower from filing for bankruptcy are enforceable as a matter of federal public policy or applicable state...more
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
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
Accountability is the major theme of the recent government consultation regarding ‘Insolvency and Corporate Governance’, which follows high profile failures such as BHS and Carillion. The consultation contains proposals...more
Two United States Bankruptcy Judges for the Southern District of New York recently issued a joint opinion addressing common issues raised by motions to dismiss in two separate adversary proceedings – one pending before Judge...more
The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more
As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more
On June 4, 2015, the Centers for Medicare & Medicaid Services (CMS) released a final rule (Final Rule) containing changes to its Medicare Shared Savings Program (MSSP). Some of the changes codify informal guidance that the...more