Law Offices of Gary Martin Hays & Associates
P.C.
75 Ponce De Leon Ave NE Ste 101
Atlanta,
GA 30308(470) 294-1674
www.garymartinhays.com
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | September 13, 2023
In IBEW Local Union 480 Defined Contribution Plan and Trust v. Winborne, the Court of Chancery provided guidance concerning the holistic inquiry that the court uses to assess good faith, holding that the plaintiff successfully had pleaded that a majority of the board acted in bad faith in approving a buyout of a liability for $850 million that the company contemporaneously valued at $175.3 million in its audited financial statements.
The Legal Intelligencer | Commentary
By Francis J. Lawall and Marcy J. McLaughlin Smith | September 7, 2023
The court affirmed the U.S. District Court for the Southern District of New York's decision that notes issued from the syndicated loan transaction were not securities under the application of the test set forth in the U.S. Supreme Court's decision in Reves v. Ernst & Young.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | September 6, 2023
Vice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director's loyalty in approving a cash only freeze-out merger.
By Stephen Blake and Sareen Armani | September 4, 2023
A wave of "conservative" political lawsuits and advocacy campaigns seeking to advance "anti-ESG" or "anti-woke" themes have resulted in certain companies de-emphasizing disclosure of their ESG initiatives, according to Simpson Thacher & Bartlett's Stephen Blake and Sareen Armani.
The Legal Intelligencer | Commentary
By Andrew C. Kassner and Joseph N. Argentina Jr. | September 1, 2023
The court found that a contract to produce a documentary television series by a media company was not a personal services contract under applicable nonbankruptcy law and approved assignment of the contract to the company's secured lenders in connection with the lenders' purchase of the debtors' business.
The Legal Intelligencer | Commentary
By Jay A. Dubow, Joanna J. Cline and Erica H. Dressler | August 28, 2023
Recent decisions by the Delaware Court of Chancery demonstrate that when a SPAC transaction and the disclosures surrounding it are challenged, defendants may face an uphill battle to prevail on a motion to dismiss, especially where breach of fiduciary duty claims have been asserted.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner | August 23, 2023
In In re Edgio Stockholders Litigation, the Delaware Chancery Court was asked to apply the same cleansing effect to a claim for injunctive relief analyzed under Unocal, but Vice Chancellor Morgan Zurn found that Corwin was inapplicable.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller | August 16, 2023
In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company's rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an upcoming stockholder meeting.
The Legal Intelligencer | Commentary
By Lawrence J. Kotler, Esq., and Drew S. McGehrin | August 10, 2023
The Bankruptcy Court thoroughly examined this issue and found that the "upload" time of a bankruptcy filing—and not the time physically "stamped" on a bankruptcy petition—determines when a case is commenced. In doing so, the Bankruptcy Court offered direction and guidelines that debtors and creditors will be well advised to observe in future cases.
The Legal Intelligencer | Commentary
By Francis J. Lawall and Brenden S. Dahrouge | July 27, 2023
Chapter 11 cases involving mass tort and complex personal injury claims often require the resolution of novel legal issues that stretch the bounds of existing precedent. As these cases evolve, they can also impact claims against other debtors unrelated to the case at hand through court-approved injunctions, releases or settlements.
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