In Adar Bays, LLC v. GeneSYS ID, Inc., the New York Court of Appeals (the “Court”) held that the conversion price in a convertible option could be classified as interest thereby potentially falling under the territory of New York’s criminal
On August 6, 2021, the Securities and Exchange Commission (the SEC) approved the board diversity rule proposed by the Nasdaq Stock Market LLC (Nasdaq) mentioned in our previous article (the Board Diversity Rule). Nasdaq Rule 5605(f) requires each non-exempt Nasdaq-listed
The Delaware Supreme Court ruled that Delaware law applies to the interpretation of directors and officers liability (D&O) insurance coverage issued to Delaware corporations. RSUI Indem. Co. v. Murdock, et al., 248 A.3d 887 (Del. 2021). Dole Food Company (Dole),
In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with duties not
In Villareal v. Saenz, a district court magistrate judge for the Western District of Texas, San Antonio Division, has recognized that members exiting a limited liability company may continue to hold fiduciary duties despite not owning membership interests in such
The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a special purpose acquisition corporation, or
Recent Delaware cases appear to make two things clear. First, it remains extremely unlikely that a court will find an event or occurrence to fall within the general provisions of a Material Adverse Effect condition and as a consequence, allow
Since the current economic downturn began in February 2020 as a result of the COVID-19 pandemic, noncompete agreements have become increasingly scrutinized nationwide, and courts have become more reluctant to enforce them. A recent case filed in Harris County, Texas
By January 1, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) will publish regulations regarding mandatory beneficial ownership reporting requirements (Reporting Requirements) as required by the Corporate Transparency Act (CTA).[1] Once published, newly formed and
The Coster v. UIP Companies, Inc.[1] decision provides a framework for evaluating stockholder disenfranchisement claims. Directors should carefully consider how, and under what conditions, they will take actions that dilute stockholders’ voting or statutory rights.
Factual Background
In 2018,