Weil

Restructuring

Corporate Governance & Fiduciary Duties

Portfolio Company, Corporate Governance & Fiduciary Duties, Professionals

Pledged Equity Proxy Rights and the Rise of the Board Flip

Contributor(s)

David
Griffiths

Corporate Governance & Fiduciary Duties, Estoppel, Litigation Issues

Statute of Limitations, Res Judicata, and Collateral Estoppel—Oh My! Asserting Affirmative Defenses in Delaware Bankruptcy Court

Contributor(s)

Ronit J.
Berkovich

Case Overviews, Corporate Governance & Fiduciary Duties, Litigation Issues, Post-Confirmation Issues, Sponsor/Owner Series, Valuation

ASHINC or Swim Case Study: Lessons for Private Equity Sponsors on Risks Relating to Distressed Portfolio Companies (Part II: Breach of Fiduciary Duty)

Contributor(s)

Ronit J.
Berkovich

Corporate Governance & Fiduciary Duties

Contractually Reimposing Fiduciary Duties in an LLC Operating Agreement Despite Clause Waiving Fiduciary Duties

Contributor(s)

Corporate Governance & Fiduciary Duties, Insurance, Pre-Filing Considerations

Wear Your Mask, Keep Your Distance and…Update Your D&O Insurance

Contributor(s)

Ronit J.
Berkovich

Corporate Governance & Fiduciary Duties, Litigation Issues, News, Post-Confirmation Issues, What We're Watching

Officers of Selling Companies May Escape Fiduciary Duty Liability But May Be Required to Return Change of Control Payments if Company is Insolvent Post-Closing (Nine West Part 2)

Contributor(s)

Ronit J.
Berkovich

Corporate Governance & Fiduciary Duties, Litigation Issues, News, Post-Confirmation Issues, What We're Watching

Warning to Directors of Selling Companies: Breach of Fiduciary Duty Liability May Exist for Failure to Investigate and Ensure Solvency of Company Post-Closing and Propriety and Effect of All Related Transactions (But You Can Protect Yourself)

Contributor(s)

Ronit J.
Berkovich

Corporate Governance & Fiduciary Duties

Serving on the Board of Your Portfolio Company: Be Careful What You Share in Emails and Texts Among You and Your Firm’s Other Designated Board Members

Contributor(s)

Corporate Governance & Fiduciary Duties

Financial Reporting in 2019: What Management and the Audit Committee Need to Know (and Ask)

Contributor(s)

Catherine
Dixon

Case Overviews, Corporate Governance & Fiduciary Duties, Litigation Issues

Seventh Circuit Affirms Summary Judgment Decision Piercing the Corporate Veil Considering Egregious and Uncontested Facts

Corporate Governance & Fiduciary Duties

The Fifth Circuit Considers Enforceability of Bankruptcy Blocking “Golden Share” Provisions in Franchise Services

Contributor(s)

Ronit J.
Berkovich

Case Overviews, Corporate Governance & Fiduciary Duties

District Divided: Tribune Decision Creates SDNY Split over Standard for Imputing Officer and Director Intent to a Corporation

Corporate Governance & Fiduciary Duties

Bankruptcy Court Weighs in on Delaware’s Prohibition on Deepening Insolvency Claims and Claims Against Directors Based on Relationship with Majority Shareholder

Corporate Governance & Fiduciary Duties

All That Glitters: Golden Share Can’t Dismiss Bankruptcy

Corporate Governance & Fiduciary Duties, Pre-Filing Considerations

Bankruptcy Court Rejects Use of Blocking Director to Prevent Bankruptcy Filing

Corporate Governance & Fiduciary Duties

The Interesting Relationship Between Veil Piercing and Fraudulent Transfer Law

Assumption & Rejection, Avoidance Actions, Corporate Governance & Fiduciary Duties, Executory Contracts & Unexpired Leases

Bankruptcy Court Analyzes Preference and Fraudulent Transfer Claims as Applied to the Termination of a Lease

Corporate Governance & Fiduciary Duties, Sponsor/Owner Series

Sponsor/Owner Series: Initial Considerations When Your Company is Heading Toward Distress—Fiduciary Duties and More

Contributor(s)

Andriana
Georgallas

Ronit J.
Berkovich

Corporate Governance & Fiduciary Duties, Litigation Issues, Third Party Claims

The Cycle of Fiduciary Duties – Owner/Directors of Solvent Companies Owe Fiduciary Duties Only to Themselves

Corporate Governance & Fiduciary Duties

Slouching Towards Bankruptcy: Corporate Fiduciaries Escape Liability in Ultimate Escapes

Contributor(s)

Gabriel A.
Morgan

Corporate Governance & Fiduciary Duties, Financial Markets

Can the FDIC Assert Direct as Well as Derivative Claims of Stockholders of Failed Banks? The Seventh Circuit Says “No (But Maybe They Should)”

Corporate Governance & Fiduciary Duties

Court Pierces the Corporate Veil and Tells Designer Knock-Off to Knock It Off

Contributor(s)

Corporate Governance & Fiduciary Duties

The Rural/Metro Decision and its Relevance to Reorganization

Corporate Governance & Fiduciary Duties, Financing, Involuntary Petitions

Is Your Child Controlling You? Delaware Bankruptcy Court Holds that Subsidiaries Can Owe Fiduciary Duties to their Parents

Corporate Governance & Fiduciary Duties

In Pari Delicto — An Auditor’s Best Friend?

Corporate Governance & Fiduciary Duties

All My Alter Egos Live in Texas . . .

Corporate Governance & Fiduciary Duties

Plain Vanilla Veil Piercing Still Alive and Well in New York

Corporate Governance & Fiduciary Duties

Delaware Business Judgment Rule Permits Dismissal of Complaint Alleging Breach of Fiduciary Duties

Corporate Governance & Fiduciary Duties

Fiduciary Duty Bound (Part 2): On Second Thought, Maybe “Default” Fiduciary Duties Do Apply in Delaware LLCs…For Now

Contributor(s)

Corporate Governance & Fiduciary Duties

Fiduciary Duty Bound (Part 1): “Default” Fiduciary Duties Apply in Delaware LLC’s…Or Maybe They Don’t

Contributor(s)

Corporate Governance & Fiduciary Duties, Jurisdiction & Appeals

The Creditor of My Affiliate Is…Not my Creditor

Chapter 11 Plans, Corporate Governance & Fiduciary Duties

NO WALLFLOWERS HERE: Bankruptcy Court Holds That Disclosure Statement Containing Third Party Release in Favor of Indenture Trustee Must Specifically and CONSPICUOUSLY Inform Bondholders of Release

Chapter 7 Trustees, Corporate Governance & Fiduciary Duties, Jurisdiction & Appeals

Haunted Houses, Headless Pregnant Women, and Immortal Evil Zombies: A Weil Bankruptcy Blog Spooktacular

Corporate Governance & Fiduciary Duties

When to Pull the Plug on a Sick Business: The Third Circuit Continues to Allow Deepening Insolvency Claims Under Pennsylvania Law

Corporate Governance & Fiduciary Duties

Don’t Point Fingers If You’re Standing in the Shoes of a Fraudster

Chapter 11 Trustees & Examiners, Corporate Governance & Fiduciary Duties

When the Debtor's Management Loses the Court's Confidence, It May Soon Lose Control of the Debtor

Corporate Governance & Fiduciary Duties

“The Dog That Has Not Barked” – Delaware Court of Chancery Holds That Delaware LLC Act Bars Creditor Derivative Suits on Behalf of LLCs

Corporate Governance & Fiduciary Duties

Legitimate Protection from Parental Abuse or Just Another Blame Game?

Corporate Governance & Fiduciary Duties

In California (Unlike Delaware), No Need to Let Your Alter Ego Get in the Way of Suing a Debtor’s Sole Shareholder Directly

Corporate Governance & Fiduciary Duties

Thornburg Mortgage Case Highlights Risks Presented by Potential Conflicts