The Israeli Companies Law provides for two tests a company’s board of directors must perform to approve a resolution to distribute dividends. The first test is the “profit test” and the second is the “solvency test.”...more
This article describes two recent Delaware decisions relevant to the Model Business Corporation Act (the “MBCA”). One of those decisions relates to a board’s determination of the availability of surplus to support...more
In In re Mijares, a plaintiff claimed that a defendant defrauded him and breached fiduciary duties owed to him by charging improper, excessive, and unauthorized expenses to their medical practice, causing the...more
I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for an...more
Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....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 2019 and their impact on M&A transactions. This review looks at these...more
The third edition of the ILPA Principles was published in June 2019, replacing and updating the January 2011 second edition. Although the overall goal remains the same, one of improving the private equity industry for the...more
The majority owners of private Texas limited liability companies (LLC’s) enjoy a mixed blessing when they also manage their companies. Majority owners have the power to direct their private companies as they deem fit, but...more
I last wrote about FDIC v. Ching, 2014 U.S. Dist. LEXIS 92687 (E.D. Cal. July 8, 2014) in July of 2014. That post concerned Judge Kimberly J. Mueller's ruling that California's statutory restrictions on distributions to...more
The First Circuit Court of Appeals has ruled that float income is not a plan asset and therefore is not subject to fiduciary and prohibited transaction provisions of ERISA. The decision was written by former Justice Souter...more
In re Estate of House, 2014 Wash. App. LEXIS 3006 (Wash. Ct. App. 2014) - A release waiving any and all claims that the parties may have or may acquire, bars recovery for unknown claims existing at the time the release...more