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Case Study: Delaware Bankruptcy Court Denies Trustee's Breach of Fiduciary Duty Suit
On Jan. 22-25, 2018, a bench trial occurred in Gary F. Seitz, Chapter 7 Trustee of Covenant Partners, L.P. v. William B. Fretz, Jr. and John P. Freeman (In re Covenant Partners, L.P.), 2018 U.S. Dist. LEXIS 156652 (E.D. Pa. 9/13/18) (Seitz), an adversary proceeding in In re Covenant Partners, L.P., No. 14-17568-SR, Bankr. E.D. Pa. in which the Trustee of Debtor, Covenant Partners, L.P., sued for breach of fiduciary duty.
Covenant was a limited partnership founded by Defendants in 1996. It had 58 limited partners and operated from Keystone Equities Group, L.P., an affiliated broker-dealer. Keystone provided Covenant with office space, support and broker-dealer services. Covenant's Limited Partnership Agreement (LPA) was governed by the Delaware Revised Uniform Limited Partnership Act (the Act). It granted the General Partner broad authority, to borrow and secure borrowings with Covenant's property.
Covenant owned 8 million shares of common stock in Pet360, Inc., a startup that sold pet food, supplies and services on line. John Freeman was on Pet360's Board from the 1990's until 2014. Pet360's stock was private and restricted. From 2008 until 2010, Keystone experienced difficulties. To preserve Keystone, Covenant lent $1.2 million to Keystone (the Loan Advances).
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
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The Stranger to the Deed Rule
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