Shareholders, Board of Directors, Parent Corporation

Insurance M&A: Bermuda’s change of control requirements

Carey Olsen on 11/8/2024

This article, the first in a multi-part series on M&A in insurance, considers the change of control regime under the Bermuda Insurance Act 1978 (the “Insurance Act”) as it applies to shareholder controllers of Bermuda...more

Nevada Supreme Court Rejects The "Uncontrollable Child" Theory Of Parent-Subsidiary Relationships

Allen Matkins on 5/31/2024

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

Establishing a Business Entity in Italy (Updated)

International Lawyers Network on 2/5/2024

1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more

Separate Corporate Personality Remains Alive and Well in Alberta

Bennett Jones LLP on 9/20/2023

Separate corporate personality is not a loophole or technicality, but is an essential principle of corporate law, the Alberta Court of Appeal recently reiterated in Condominium Corporation No. 0828219 v Carrington Holdings...more

Establishing A Business Entity In Italy (Updated)

International Lawyers Network on 2/18/2022

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

Establishing A Business Entity In Italy (Updated)

International Lawyers Network on 2/22/2021

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

UK Court of Appeal: When to Trigger the Creditor Duty Shift

Latham & Watkins LLP on 4/3/2019

Ruling provides guidance on how close to insolvency a company needs to be before directors must consider creditors’ interests. The UK Court of Appeal has ruled that the payment of a lawful dividend did not, on the facts,...more

Establishing A Business Entity In Italy

International Lawyers Network on 3/22/2019

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Sheppard Mullin Richter & Hampton LLP on 1/20/2017

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

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