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Coverage disputes often arise regarding corporate successors' and assignees' rights under others' insurance policies. Most insurance policies contain anti-assignment provisions, purporting to prohibit the assignment of interests in the policy without the insurer's consent. Insurers rarely offer their consent to assignments. Thus, whether a policy's anti-assignment clause will void a transfer of insurance proceeds or coverage rights, by contract or operation of law, usually requires an analysis of whether the predecessor corporation is an insured under the policy; whether the predecessor corporation still exists; whether the successor corporation succeeded to the predecessor's liabilities and insurance assets by operation of law; whether the coverage rights or policies were transferred by agreement; and whether the claim for which the successor seeks coverage constitutes a “chose in action” at the time of the transfer. Most jurisdictions that have considered these matters agree that after a loss, an insurance policy's consent-to-assignment clause is unenforceable. In fact, California, which had until recently been in the minority on this issue, now has corrected course.
In a unanimous decision authored by the Chief Justice, the California Supreme Court in Fluor Corporation v. Superior Court, 191 Cal.Rptr.3d 498 (Cal. 2015), rejected the enforceability of consent-to-assignment clauses when the involved loss predates the assignment. In so doing, it overruled its prior decision in Henkel Corp. v. Hartford Accident & Indemnity Co., 29 Cal. 4th 934 (2003). This California decision offers good news for corporate policyholders involved in mergers and acquisitions that implicate operations and potential liability exposures in California.
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A federal district court in Miami, FL, has ruled that former National Basketball Association star Shaquille O'Neal will have to face a lawsuit over his promotion of unregistered securities in the form of cryptocurrency tokens and that he was a "seller" of these unregistered securities.
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.
In recent years, there has been a growing number of dry cleaners claiming to be "organic," "green," or "eco-friendly." While that may be true with respect to some, many dry cleaners continue to use a cleaning method involving the use of a solvent called perchloroethylene, commonly known as perc. And, there seems to be an increasing number of lawsuits stemming from environmental problems associated with historic dry cleaning operations utilizing this chemical.