Recent, big-name Chapter 11 filings have brought to the light the importance of insurance solutions for companies in financial distress, as companies in this situation face oftentimes new and uncharted issues.
Individual employees often act pursuant to advice from their in-house counsel. If named as a defendant in which her action is challenged, the employee may want to assert advice of corporate counsel as a defense. But the privilege belongs to the employer, not the employee, and the employer may refuse to waive the privilege. Can the court abrogate the employer’s privilege over the objection of the employer, and if so under what circumstances?
A bipartisan group of House lawmakers has introduced a bill that aims to limit where distressed companies can file bankruptcy, making it harder for companies to file outside of the jurisdiction where they are headquartered or have most of their assets. The Bankruptcy Strategist asked Robert J. Gayda, a partner in Seward & Kissel’s Bankruptcy and Corporate Reorganization Group who represents a clients in all aspects of restructuring, about his thoughts on proposed venue reform in corporate bankruptcies.
Robert M. Jason
The tax reform bill signed by President Trump at the end of 2017 has caused us to take a fresh look at many long-held assumptions about how to take into account income taxes in planning for the entertainment industry. At the same time, the California Supreme Court recently decided a case that has the potential to eviscerate loan-out corporations entirely. This article discusses loan-out corporations in light of these two important developments.
Joseph P. Briggett
When a creditor obtains a judgment against a debtor, the debtor’s assets are sometimes held in membership interests in an LLC, which presents challenges for the creditor seeking recovery. The Uniform LLC Law provided for a charging order in such instances. Although the precise terms of each state’s LLC laws vary, some version of the charging order procedure is available in all states.
Lawrence L. Bell
Under the Tax Cut and Jobs Act, should certain employees of a tax-exempt organization receive compensation greater than $1,000,000 during the tax year from any combination of a tax-exempt organization and/or its related organizations, the organizations would be subject to an excise tax on that employee’s compensation in proportion to their payments to the employee.
Jason J. Mendro and Jeffrey S. Rosenberg
In 2017, two cases illustrated that Delaware courts continue to impose exacting pleading burdens on Caremark claims, especially when plaintiffs say that they are excused from making a demand on the board before suing derivatively.
Diagnosing financial distress, and the ability to address the relevant issues, is a necessary role of board members and senior executives.
Francis G.X. Pileggi
Mergers and Acquisitions
A few recent decisions from the Delaware Court of Chancery provide useful information to corporate executives who are involved in the sale or purchase of businesses, or who are involved in joint ventures in which the sales price or the post-closing profit distribution is based on certain milestones being reached.
A Checklist for In-House Counsel
Every general counsel over the course of his or her career will face the need to conduct an internal investigation into events at the company. Many of these may be routine in nature, such as matters dealing with individual employees or human resources issues. But at times, the company may be required to examine issues affecting the core of its business, with potential serious impact on its financial performance or with regulatory exposure.