Corporate Update

  • New York Law Journal | Analysis

    Corporate Directors’ Duty of Oversight

    By Joseph M. McLaughlin and Shannon K. McGovern | August 7, 2019

    In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern discuss 'Marchand v. Barnhill', which reminds practitioners that courts will scrutinize board members’ close personal relationships with management when analyzing demand futility and that directors’ duty to monitor does have substance.

  • New York Law Journal | Analysis

    Consignments: The Sports Authority Cases, Article 9 and the PEB

    By Barbara M. Goodstein | July 31, 2019

    In her Secured Transactions column, Barbara M. Goodstein discusses two recent decisions in the Sports Authority bankruptcy which underscore the continuing challenge to UCC commentators in guiding courts and practitioners effectively through the world of consignments.

  • New York Law Journal | Analysis

    Oversight and Compliance Reminder

    By David A. Katz and Laura A. McIntosh | July 24, 2019

    In their Corporate Governance column, David A. Katz and Laura A. McIntosh discuss a Delaware Supreme Court decision and a DOJ guidance memorandum, which serve as powerful reminders that board oversight today is an active, not a passive, undertaking.

  • New York Law Journal | Analysis

    Insider Trading: Overreach, Underreach and Reform

    By John C. Coffee Jr. | July 17, 2019

    In his Corporate Securities column, John C. Coffee Jr. writes: It has been nearly 60 years since the SEC first clearly prohibited insider trading in its 1961 decision in 'In re Cady, Roberts & Co.' You would think that would be long enough for the doctrinal rules to have become reasonably clear. Think again! The recent evidence shows otherwise.

  • New York Law Journal | Analysis

    Heightened Regulation of Corporate Compliance Programs

    By Philip Berkowitz | July 10, 2019

    In his Employment Issues column, Philip Berkowitz writes: In the current regulatory environment, employers must anticipate that more, not less, government and regulatory authorities will impose increasingly scrupulous obligations to ensure the existence of rules and procedures safeguarding the rights of whistleblowers and assuring that employers promote lawful, ethical conduct, while screening for unlawful conduct.

  • New York Law Journal | Analysis

    Singapore Court of Appeal Issues Landmark Ruling on Schemes of Arrangement in Reliance on Developments in Australia, the U.K. and Other Common Law Jurisdictions

    By Corinne Ball | June 26, 2019

    In her Distress Mergers and Acquisitions column, Corinne Ball discusses the recent Singapore Court of Appeal decision in 'Pathfinder Strategic Credit LP v. Empire Capital Resource Pte Ltd,' which is significant for the approach adopted by the Singapore courts in restructuring a large, cross-border group enterprise with New York law-governed debt.

  • New York Law Journal | Analysis

    Update on Theft Losses: 'McNely v. Commissioner'

    By David E. Kahen and Elliot Pisem | June 19, 2019

    In their Taxation column, David E. Kahen and Elliot Pisem discuss 'McNely v. Commissioner', a recent Tax Court memorandum decision which sustained an IRS determination that no theft loss was allowable, and provides some useful lessons as to traps for the unwary in this context.

  • New York Law Journal | Analysis

    Stockholder Pre-Suit Demand Review

    By Joseph M. McLaughlin and Shannon K. McGovern | June 12, 2019

    In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern discuss the Delaware Court of Chancery's decision in 'City of Tamarac Firefighters' Pension Tr. Fund v. Corvi', which reminds practitioners of the steep burden facing a derivative plaintiff seeking to plead that a board wrongfully refused its pre-litigation demand and provides guidance on several recurring aspects of board responses to demands

  • New York Law Journal | Analysis

    'Aegean Marine': Non-Consensual Releases in Bankruptcy

    By Barbara M. Goodstein | June 5, 2019

    In her Secured Transactions column, Barbara M. Goodstein discusses 'In re Aegean Marine Petroleum Network', which attempts to send a clear message to lenders and other non-debtors in the bankruptcy process that the road to non-consensual third-party releases, even in a jurisdiction that will allow them, is not easily traveled

  • New York Law Journal | Analysis

    Borrowing to Buy Virtual Currency: a Primer

    By Sandra Stern | May 29, 2019

    Investors have long been accustomed to borrowing to finance the purchase of securities. Therefore, they may assume that the rules are the same when borrowing to buy virtual currency. Unfortunately, this is not the case at the moment.

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