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Carey Olsen | USA, United Kingdom | 20 Dec 2018

Offshore limited liability companies and the family office

Often described as a hybrid between a company limited by shares (LTD) and a partnership, limited liability companies (LLCs) are widely regarded as


Lewis Rice LLC | USA | 18 Dec 2018

Subtraction by Division: How Recent Changes to the Delaware LLC Act Can Pose Risks for Lenders

Delaware has long been a popular choice for entities to use as their state of formation. As a result, lenders all over the country routinely make


Reed Smith LLP | USA | 14 Sep 2011

Director’s motion to dismiss breach of duty of good faith claim denied

The liquidating trustee appointed by the confirmed chapter 11 plan brought an adversary proceeding against a minority investor of the debtor, and a former director of the debtor, alleging that: the investor and the director had breached the fiduciary duties owed to the debtor, and the investor had defrauded the debtor.


Squire Patton Boggs | USA | 21 Apr 2011

The Delaware Chancery Court addresses reverse triangular mergers and assignment by operation of law provisions

On April 8, 2011, the Delaware Court of Chancery handed down a decision (Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH, C.A. No. 5589-VCP (Del. Ch. April 8, 2011)) that might impact how M&A deals are structured and what third party consents must be obtained.


Haynes and Boone LLP | USA | 19 Oct 2010

Weathering the storm: Delaware bankruptcy court rules bid procedures in Section 363 sale were unfair and unreasonable

On September 30, 2010, in In re American Safety Razor, LLC, et al, Case No 10-12351 (MFW), the United States Bankruptcy Court for the District of Delaware ruled that the debtors' proposed bid procedures for the sale of the business were unfair and unreasonable.

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