LJN Newsletters

Most of the debtors involved in our restructuring work are corporations. On occasion, however, we find ourselves working on a matter involving a bankrupt partnership. Partnerships in bankruptcy raise a host of tax issues that differ from the issues we deal with in our typical corporate debtor work. In this article, we first discuss some basic elements of partnership taxation, and then review some of the tax issues unique to partnerships in bankruptcy.

A sometimes confusing area of corporate litigation concerns whether a claim asserted by a stockholder in a lawsuit against a corporation's officers and directors is a "derivative" claim brought on behalf of the corporation, or a "direct" claim brought by the stockholder on his or her own behalf rather than the corporation's. The distinction is important, as the proper characterization of a stockholder claim can have a significant impact on the parties and how the lawsuit proceeds, in some instances determining whether it proceeds at all. In a new opinion, Tooley v. Donaldson, Lufkin & Jenrette, Inc., the Delaware Supreme Court has cleared up some of the confusion, holding that a claim is derivative whenever the corporation has suffered the alleged harm and will be the beneficiary of the relief granted by the court.

Despite its clever name, the recently enacted CAN-SPAM Act does not in fact prohibit "spam." What the law does do is regulate "commercial e-mail," which is defined broadly. Accordingly, the legal department of every business that uses e-mail should be advising its employees to take immediate steps to comply with the Act, as violations carry stiff penalties.

A recent industry survey reported that nearly half of large companies currently don't have policies about when to keep and when to destroy their electronic records and those that do usually don't enforce them. If your company is one of these businesses, it is risking huge legal problems if someone in your company destroys an e-mail or information on backup tapes that relates to any existing or future litigation ' because your company may wind up being hit with sanctions for spoliation.

Save everything!" That's the new corporate mantra in response to tougher regulatory requirements and the growing importance of electronic data discovery in litigation. But is "Save Everything!" the right response? CEOs and CFOs may think they'll sleep better knowing that every bit and byte is being saved ' but wait until the bills come in! That'll be an eye-opener!

Recent rulings of importance to you and your practice.

A review of the literature dealing with allegations of sexual abuse within the context of divorce and custody litigation, and the prevalence of false allegations in these cases.

Family law practitioners not only need to be thoroughly familiar with the applicable law of any state in which they practice, but some federal law as well. One of the areas in which federal law has been carving out preemption is that of retirement and life insurance death benefits.