A Model for Canadian Cross-Border Insolvency
The trend toward commercial globalization has led to an increase in the number and complexity of cross-border bankruptcy cases. The ability to overcome differences in legal systems, often through the cooperation and coordination of courts in different countries, can be a key factor in the success or failure of a restructuring.
'Practice By Ambush'
In their desire to zealously represent clients, practitioners may often attempt to rewrite the Bankruptcy Code or Rules in motions or reorganization plans. However, recent opinions have taken umbrage with these efforts to conduct "practice by ambush" that either propose provisions inconsistent with the Bankruptcy Code or seek to deprive parties in interest of due process, or both. After all, fundamental due process " ... is the cornerstone underpinning bankruptcy procedure...A creditor has the right to rely on the Bankruptcy Code and Rules and to expect to be accorded due process of law in accordance with the Bankruptcy Code and Rules, and the United States Constitution." <i>In re Whelton</i>, 299 B.R. 306, 318 (D. Vt. 2004).
Securities Settlements Reach Record High in 2004
Settlement amounts in securities class actions reached a record high of $5.5 billion in 2004, according to a new national study conducted by Cornerstone Research that compares settlements of cases filed since the passage of the Private Securities Litigation Reform Act in 1995.
Ethics: It's Not Just for Lawyers Anymore
Last month's multi-million dollar settlements by the individual directors of Enron and WorldCom no doubt will exacerbate anxieties already being felt by corporate directors and increase instances of questions such as: Is it safe to be a director of a public company? What should I be concerned about when joining a board? What can I do to protect myself as a director?
Delaware Chancery Court Upholds Majority Stockholder Lock-up
In <i>Orman v. Cullman</i>, 2004 WL 2348395 (Del.Ch.), the Delaware Chancery Court's first decision interpreting the Delaware Supreme Court's controversial 2003 Omnicare decision (<i>Omnicare, Inc. v. NCS Healthcare, Inc.</i>, 818 A.2d 914 (Del. 2003)), the court upheld an 18-month lock-up agreement required by a buyer from a controlling stockholder. Noting that the public stockholders had retained full authority to veto the transaction, the board had negotiated an effective fiduciary out, and any interested third party was free to purchase the publicly owned shares of the target, the Chancery Court dismissed plaintiff's breach of fiduciary duty claim on summary judgment and ruled that the lock-up did not "impermissibly coerce" the public shareholders to approve the merger.
Insurance Issues for Touring Artists
Taking an artist's act on the road involves a variety of situations giving rise to potential liability distinct from those associated with general music business activity. Overland vehicle travel ' the norm for all but a handful of prominent national touring acts ' is only the most obvious example. The range of activities that take place in presenting a live show, even at the club level, offers a host of others. Thus, an artist's representative should ensure the following types of insurance policies are in place before a tour begins.
Federal Tax Reform Includes Traps For Deferred Compensation Deals
Last October, President Bush signed into law the American Jobs Creation Act of 2004. This 2004 Tax Act amended nearly 600 sections of the Internal Revenue Code (IRC), thereby making far-reaching changes to many areas of tax law. While the major focus of the 2004 Act was to provide tax relief for U.S. corporations repatriating earnings back to the United States, this new legislation also provided numerous revenue-raising provisions and tax cuts that affected corporate and individual taxpayers and special interest groups, from film producers to owners of sports teams.
Bit Parts
Recent developments in entertainment law.
