Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
10 For 10: Top Compliance Stories For the Week Ending March 15, 2025
Wolf Greenfield’s New Shareholders
Navigating Disputes Within Your Health Care Practice
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included an analysis of the assignment for the benefit of creditors...more
On November 27, 2023, the U.S. Court of Appeals for the Second Circuit revived some of a bankruptcy litigation trustee’s fraudulent transfer claims stemming from the leveraged buyout of apparel retailer Nine West. The lawsuit...more
Introduction - On October 25, 2024, Judge John P. Mastando III of the US Bankruptcy Court for the Southern District of New York issued a ruling in Eletson Holdings Inc., Case No. 23-10322, pursuant to which he (a) denied...more
Once upon a time a good way to commit oil patch theft was to back a truck up to the tank battery in the middle of the night, fill ‘er up, and drive off into the darkness. In re: Black Elk Energy Offshore Operations LLC shows...more
They say every man needs protection, they say that every man must fall. For over 40 years, “the bankruptcy community has recognized the resolution of mass tort claims as a widely accepted core function of bankruptcy courts,”...more
How would the Spanish court tackle the issues faced by the English Court of Appeal in Adler? Our analysis provides an instructive comparison for groups, shareholders, and creditors when considering where to restructure....more
It is a rare occasion that one can be assured with certainty that, if they file a motion with a bankruptcy court, it will be granted. But, in the Third Circuit, that is exactly what will happen if a creditor or other party in...more
The scope of the Bankruptcy Code's "safe harbor" shielding certain securities, commodity, or forward-contract payments from avoidance as fraudulent transfers has long been a magnet for controversy, particularly after the U.S....more
When leveraged buyouts (“LBOs”) fail, the selling shareholders are litigation targets. A common suit is a claim by a bankruptcy trustee asserting constructive fraudulent transfer claims seeking to claw-back payments to the...more
Uncertain Future- The Congressional Budget Office (“CBO”) recently released some data for the federal government’s 2023 fiscal year. According to the CBO, the federal budget deficit for the year was $1.7 trillion, or...more
Bankruptcy can be a remarkable tool for rehabilitating a struggling business, preserving jobs and going-concern value, and liquidating the assets of an insolvent company. The drafters of this country's bankruptcy laws...more
What is a scheme? A compromise or arrangement between a company and any class or classes of its creditors (and/or shareholders). The process broadly mirrors an English scheme of arrangement thereby providing legal...more
When debt restructuring discussions are at an impasse and the reservoir of goodwill between the parties has run dry, stakeholders face difficult choices. For a lender, one of the most powerful tools available is the exercise...more
Distressed de-SPACed companies are increasingly turning to chapter 11 as a means of restructuring their debts and preserving going-concern value. Many de-SPAC mergers in 2020 and 2021 involved pre-revenue or...more
The contraction of the market for special purpose acquisition companies (SPACs) and the recent challenges de-SPACed companies have encountered have attracted considerable press attention. The stocks of many de-SPACed...more
In Stream TV Networks, Inc. v. SeeCubic, Inc., 2022 WL 2149437 (Del. June 15, 2022), the Delaware Supreme Court vacated and reversed a 2020 ruling by the Delaware Court of Chancery that the assets of Stream TV Networks, Inc....more
Creditors of distressed businesses are often frustrated by shareholder- controlled boards when directors pursue strategies that appear to be designed to benefit shareholders at the creditors' expense. In these...more
Creditors of distressed businesses are often frustrated by shareholder-controlled boards when directors pursue strategies that appear to be designed to benefit shareholders at the creditors’ expense. In these circumstances,...more
In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more
Section 510(b) of the Bankruptcy Code provides a mechanism designed to preserve the creditor/shareholder risk allocation paradigm by categorically subordinating claims asserted against a debtor by equity holders arising from...more
After more than a decade, litigation resulting from the failed leveraged buyout (LBO) of media giant Tribune Company has finally drawn to a close. On Feb. 22, 2022, the U.S. Supreme Court declined to review the latest...more
As the country begins on the path toward reopening in the current economic climate, white collar defense practitioners will need to become experts in an unfamiliar area of the law: bankruptcy. Because there will be an...more
We have noodled on the impact that the Supreme Court’s decision in Merit Management Group, LP v. FTI Consulting, Inc., which held that the safe harbor provided in Section 546(e) of the Bankruptcy Code does not apply when the...more
A series of decisions over the past year — on issues such as make-whole premiums, intercreditor agreements, backstops for rights offerings and nonconsensual third-party releases — will likely have a significant impact in 2020...more
As we had anticipated in our prior client alerts, the “customer” safe harbor defense to constructive fraudulent conveyance claims challenging securities transactions — which was flagged by the U.S. Supreme Court in Merit...more