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Article

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.

Article

Chadbourne & Parke LLP | USA | 13 Sep 2011

Creative arguments partly succeed in circumventing indenture’s “no action” clause

In his recent decision in RJ Capital, S.A. v. Lexington Capital Funding III, Ltd., 10 Civ. 25 (PGG), 2011 U.S. Dist. LEXIS 82912 (S.D.N.Y. July 28, 2011), Judge Paul G. Gardephe dealt with a noteholder’s creative attempts to circumvent noncompliance with a “no action” clause in an indenture that required several conditions to be met before suit thereunder could be brought.

Article

Locke Lord LLP | USA | 29 Jun 2010

New York Court of Appeals dismisses claims against indenture trustee

In a recently published decision, the New York Court of Appeals, New York's highest state court, held that an indenture trustee is not liable to noteholders for inaccuracies in SEC reports of the notes' issuer.

Article

Arent Fox LLP | USA | 13 Apr 2010

Indenture trustee not required to review substance of SEC filings under 314(a) delivery provisions of indentures

On April 1, 2010, the New York Court of Appeals rejected holders' claims against an indenture trustee that could have meant new and greatly expanded duties and legal liability for indenture trustees.

Article

Bryan Cave Leighton Paisner (Bryan Cave) | USA | 10 Mar 2009

Title coverage may be terminated upon entity dissolution

In the United States, it is generally understood that an owner’s policy of title insurance is not transferable to a third party buyer of the insured real property.

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