This article discusses the history of the use of trusts organized in series under the Investment Company Act of 1940 (the 1940 Act); the series provisions of the Delaware Statutory Trust Act (the DSTA); the common issues and questions that arise as a result of the use of series; and the future of the series concept…

Given the Enron-era debacles, the recent meltdown in our nation’s financial sector, the dependence of workers on equity investments to secure their retirements, the globalization of American corporate law principles, and the complexity of managing corporations with international operations, the legal standards used to evaluate whether directors have complied with their fiduciary duties will be a subject of growing international policy interest.

While Postorivo is one of the first cases addressing who owns the privilege in these scenarios, it will not be the last. In a world where 90 percent of the important documents in discovery are electronically stored information, and in an environment where asset sales are far more common than true debt-to-equity reorganizations, this issue…

In most merger agreements, the occurrence of a “material adverse event” (MAE) or “material adverse change” typically allows a buyer to exit the agreement without penalty. In light of the developing meltdown of the financial markets, it is therefore not unrealistic to suggest that most every public merger transaction entered into since mid-2007 has, at one…

This Q&A from Practical Law Company gives an overview of the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities. The article also summarizes the laws regulating employment relationships, including redundancies and mass layoffs, and provides short overviews on competition law; data protection; and product liability and…

Can the bankruptcy plan provide that the securities claims — which are not estate causes of action because they belong to the bondholders individually, not to the company — be assigned to the litigation trust so that the trust can efficiently litigate these claims and distribute the proceeds thereof to the bondholders? This article explores the…

In three recent opinions, the Delaware Court of Chancery has addressed the scope of indemnification and advancement bylaws and has made some statements that may come as a surprise to corporate practitioners. In one of those cases, the Court held that an unvested right to indemnification or advancement in a corporation’s bylaws could be eliminated through…

Bankruptcy Court holds that private label credit card program is not a contract to make a loan or to extend a financial accommodation and thus may be assumed and assigned over the credit card issuer's objection.

The U.S. Department of Labor has issued the final regulations under the Family Medical Leave Act (FMLA) clarifying certain employer and employee leave rights under the law

For the first time since the enactment of the Delaware Statutory Trust Act (the “DSTA”) more than twenty years ago, a Delaware court has addressed fiduciary duties in the context of a Delaware statutory trust.