The issue of whether directors, officers, and/or shareholders breached their fiduciary duties to a company prior to bankruptcy is commonly litigated in chapter 11 cases, as creditors look to additional sources for recovery, such as D&O insurance or “deep-pocket” shareholders, including private equity firms. The recent decision in In re AMC Investors, LLC, 637 B.R. 43 (Bankr. D. Del. 2022) provides a helpful reminder of the importance of timing in bringing such claims and the use by defendants of affirmative defenses to defeat those claims.

Under newly issued guidance, the IRS has made it easier for many tax-exempt organizations to restructure.

The IRS will now continue to recognize as exempt, those organizations that:

•             change their structure from an unincorporated association to a corporation;

•             reincorporate from one state to another;