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Pepper Hamilton LLP | USA | 26 May 2020

Delaware Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement

In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect…

K&L Gates | USA | 5 May 2020

Chancery Orders Accounting for Payments to Former Director and CEO Affiliate; Rejects Most Breach of Fiduciary Duty Claims

In Avande, Inc. v. Shawn Evans, C.A. No. 2018-0203-AGB (Del. Ch. Aug. 13, 2019), the Court of Chancery rejected most of the claims brought by Avande…

K&L Gates | USA | 30 Apr 2020

Stockholder’s Breach of Fiduciary Duty Claim against Chairman of Barnes & Noble Education, Inc. Dismissed by Delaware Court of Chancery

In Bay Capital Finance, L.L.C. V. Barnes and Noble Education, Inc. (C.A. No. 2019-0539-KSJM), the Delaware Court of Chancery (the “Court”) enforced a…

Bowditch & Dewey LLP | USA | 29 Apr 2020

Client Alert: Lender Liability During COVID-19

During an interview with Bloomberg TV on March 6th, Lawrence Summers, former Secretary of the U.S. Treasury, observed: “Economic time has stopped but…

Pepper Hamilton LLP | USA | 17 Apr 2020

Director Fiduciary Duties: Navigating Insolvency Risk in Newly (COVID-19) Distressed Companies

As COVID-19 related economic disruptions place unprecedented stress on cash flows, the risk of insolvency is a new and growing concern for many…

Kramer Levin Naftalis & Frankel LLP | USA | 6 Apr 2020

Avoiding the Risk of Fiduciary Litigation as a Result of the Pandemic — Steps Directors Should Be Taking

A board’s Caremark duties — the directors’ obligations to make a good faith effort to implement an oversight system and then to monitor it — are…

Pepper Hamilton LLP | USA | 26 Mar 2020

Guidance for Private Funds on Navigating COVID-19 Crisis

The spread of COVID-19 and its impact on the global economy has presented a seemingly endless list of complications for enterprises across a number…

Fried Frank Harris Shriver & Jacobson LLP | USA | 20 Mar 2020

Director fiduciary duties in an insolvency context

With businesses focused on the impact of the novel coronavirus (COVID-19) pandemic on current and future liquidity, balance sheet and cash flow…

Thompson Hine LLP | USA | 16 Mar 2020

The Secret Ingredient - Disclosure of Your Algorithm

With the deadline for the annual update to Form ADV closing in at the end of March, let’s examine one aspect of Form ADV disclosure which impacts a…

Pepper Hamilton LLP | USA | 9 Mar 2020

Ab Initio 2.0: Even Without a Controller, Special Committees Must Be Formed Before Economic Negotiations Begin

On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of…
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