Trends and Risks in Entire Fairness Litigation Recently, corporations and fiduciaries have faced enhanced litigation risk arising from entire fairness claims challenging related-party transactions and other transactions implicating unique interests of corporate fiduciaries.  This risk is most pertinent for controlled public corporations, although it has also affected public and private corporations with significant non-majority holders. …

KEY POINTS Many securitization trusts may be exempt from being licensed in Maryland. Trustees likely not the only choice for “principal officer” on license applications. OVERVIEW In Estate of Brown v. Ward,[1] the Appellate Court of Maryland vacated an order to dismiss a foreclosure on the grounds that an assignee of a certain type of…

In West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware Court of Chancery held that various provisions contained in a stockholder agreement, which were intended to give Ken Moelis, the founder and largest stockholder (the “Founder”) of Moelis & Co. (“Moelis”), control over Moelis following the company’s initial public offering (the “IPO”),…

Happy New Year!  I am writing to you full of gratitude to have had the opportunity to serve as president of Richards, Layton & Finger during the celebration of our 125th anniversary.  I’m proud of our long history of delivering exceptional legal services to our clients and the many ways our lawyers and staff give back…

As the year draws to a close, Turnarounds & Workouts polled experts from different restructuring firms on how the industry shaped out in the past 12 months and shared their views to our valued readers: Matt Barr, Gary Holtzer, Jeffrey Saferstein and Sunny Singh, Co-Chairs at Weil Gotshal & Manges’ Restructuring Department; Samuel Maizel, partner at…

For many small insolvent companies, an assignment for the benefit of creditors (ABC) can be more attractive than a federal bankruptcy case to maximize value and sell or liquidate a business. Depending on the state — this article will focus on Delaware ABCs — special rules may apply that can make an ABC more or less…

In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court confirmed that non-ratable transactions between corporations and their controlling stockholders are subject to review under the onerous entire fairness standard unless the transaction is approved by both a fully empowered committee of independent directors and a fully informed and uncoerced vote of the disinterested…

In 2016, the Delaware Court of Chancery held in In re Trulia Inc. Stockholder Litigation that what it called “disclosure settlements”—settlements in which a class of stockholders solely received supplemental proxy disclosures in exchange for a classwide release of claims—“would be met with continued disfavor unless the supplemental disclosures address a plainly material misrepresentation or…

Directors and officers of Delaware corporations often benefit from a robust suite of liability protections that generally include exculpation rights, indemnification rights, rights to recoup expenses incurred while defending a proceeding in advance of its final disposition (or “advancement” rights), and rights under director and officer (D&O) liability insurance policies. While each aspect of this so-called…

In early 2023, the Delaware Court of Chancery was inundated with petitions under Section 205 of the DGCL filed by former SPACs seeking to have their capital structures validated after the Court.  The petitions followed a ruling granting a fee award in Garfield v. Boxed, Inc., in which the Court found a challenge to the…