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    What board members and executives should know about impact of the Proposed Amendment to the Commercial Code on Personal Liability?
    2017-07-27

    Are you already a board member or executive of a Slovak company or about to become one? If so, you should know about the proposed amendment to the Slovak Commercial Code. The amendment aims to address the so-called “white horses” and “tunneling (asset stripping)” of the companies.

    Filed under:
    Slovakia, Company & Commercial, Insolvency & Restructuring, Squire Patton Boggs, Bankruptcy, Shareholder, Board of directors, Liquidation, Joint-stock company
    Authors:
    Jana Pagácová
    Location:
    Slovakia
    Firm:
    Squire Patton Boggs
    Mid-year review 2014
    2014-09-22

    Do Your Duty As You See It: Recent Decisions on Board Duties and Corporate Governance

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Weil Gotshal & Manges LLP, Corporate governance, Fiduciary, Board of directors, Delaware Court of Chancery
    Location:
    USA
    Firm:
    Weil Gotshal & Manges LLP
    Euroresource--deals and debt
    2012-09-28

    Recent Developments

    Filed under:
    European Union, Germany, Italy, United Kingdom, Banking, Insolvency & Restructuring, Litigation, Jones Day, Debtor, Board of directors, European Commission, European Banking Authority, ECB
    Authors:
    Corinne Ball , Laurent Assaya , Dr. Olaf Benning , Víctor Casarrubios , Matthew French , Dr. Volker Kammel
    Location:
    European Union, Germany, Italy, United Kingdom
    Firm:
    Jones Day
    Automatic stay does not bar call for shareholder meeting
    2008-04-22

    Principles of corporate governance that determine how a company functions outside of bankruptcy are transformed and in some cases abrogated once the company files for chapter 11 protection, when the debtor's board and management act as a "debtor-in-possession" ("DIP") that bears fiduciary obligations to the chapter 11 estate and all stakeholders involved in the bankruptcy case.

    Filed under:
    USA, Company & Commercial, Insolvency & Restructuring, Litigation, Jones Day, Corporate governance, Bankruptcy, Shareholder, Debtor, Fiduciary, Board of directors, Stakeholder (corporate)
    Location:
    USA
    Firm:
    Jones Day
    Delaware Supreme Court limits scope of “zone of insolvency” fiduciary duties
    2007-10-01

    In a significant Delaware law decision regarding creditors’ ability to sue corporate fiduciaries, the Delaware Supreme Court recently addressed the issue of whether a corporate director owes fiduciary duties to the creditors of a company that is insolvent or in the “zone of insolvency.” In North American Catholic Educ. Programming Found., Inc. v. Gheewalla, the court concluded that directors of a solvent Delaware corporation that is operating in the zone of insolvency owe their fiduciary duties to the corporation and its shareholders, and not creditors.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Jones Day, Shareholder, Breach of contract, Fiduciary, Board of directors, Good faith, Involuntary dismissal, Stakeholder (corporate), Business judgement rule, Delaware General Corporation Law, Goldman Sachs, Delaware Court of Chancery, Delaware Supreme Court
    Location:
    USA
    Firm:
    Jones Day
    The poison pill alternative to stock trading injunctions in Chapter 11
    2007-01-29

    The implementation of restrictions on stock and/or claims trading has become almost routine in large chapter 11 cases involving public companies on the basis that such restrictions are vital to prevent forfeiture of favorable tax attributes that can be triggered by a change in control. Continued reliance on stock trading injunctions as a means of preserving net operating loss carry forwards, however, may be problematic, after the controversial ruling handed down in 2005 by the Seventh Circuit Court of Appeals in In re UAL Corp.

    Filed under:
    USA, Corporate Finance/M&A, Insolvency & Restructuring, Litigation, Jones Day, Public company, Bond (finance), Bankruptcy, Shareholder, Debtor, Injunction, Board of directors, Taxable income, Debt, Liability (financial accounting), Internal Revenue Code (USA), United States bankruptcy court
    Location:
    USA
    Firm:
    Jones Day
    Creditors of insolvent Delaware limited liability companies blocked from suing managers for breach of fiduciary duty
    2010-11-24

    In today’s turbulent economic climate, it is vital for creditors and debtors to understand the precise boundaries of their rights and duties when an enterprise becomes insolvent. Directors, officers and managers must acknowledge those to whom they owe fiduciary duties and fulfill those duties at the risk of personal liability, while creditors evaluate their potential remedies against misbehaving insiders to collect on defaulted obligations.

    Filed under:
    USA, Delaware, Company & Commercial, Insolvency & Restructuring, Litigation, Bryan Cave Leighton Paisner (Bryan Cave), Debtor, Breach of contract, Fraud, Fiduciary, Board of directors, Limited liability company, Standing (law), Limited partnership, Liability (financial accounting), Default (finance), Derivative suit, Delaware General Corporation Law, Delaware Court of Chancery, Delaware Supreme Court
    Location:
    USA
    Firm:
    Bryan Cave Leighton Paisner (Bryan Cave)
    Good news and bad news for corporate managers dealing with insolvency issues
    2007-06-18

    Directors and officers of Delaware corporations face no liability to corporate creditors from direct claims for breach of fiduciary duty, under the Delaware Supreme Court’s recent ruling in North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, (May 18, 2007) (“North American Catholic”).

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Bryan Cave Leighton Paisner (Bryan Cave), Bond (finance), Bankruptcy, Shareholder, Debtor, Breach of contract, Fiduciary, Board of directors, Insider trading, Good faith, Due diligence, Non-disclosure agreement, Delaware General Corporation Law, US Securities and Exchange Commission, Barclays, Delaware Supreme Court, US District Court for SDNY, Colorado Supreme Court
    Location:
    USA
    Firm:
    Bryan Cave Leighton Paisner (Bryan Cave)
    HMRC publishes policy paper on the misuse of company insolvencies
    2019-07-26

    On 11 July 2019, HMRC published a policy paper discussing measures which are aimed at those  taxpayers who “unfairly seek to reduce their tax bill by misusing the insolvency of companies”.  This will be achieved by making directors and other persons connected to those companies jointly and severally liable for the avoidance, evasion or “phoenixism” debts of the corporate entity.

    An explanatory note and draft legislation set out the conditions that must be satisfied in order to enable an authorised HMRC officer to issue a “joint liability notice” to an individual.

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Tax, White Collar Crime, RPC, Board of directors, HM Revenue and Customs (UK)
    Authors:
    Adam Craggs , Constantine Christofi
    Location:
    United Kingdom
    Firm:
    RPC
    Personal liability for directors – no escape from the taxman
    2011-10-07

    Company Insolvencies

    One of the criticisms that is often made of the UK’s complex insolvency legislation is that it is too easy for the directors of a company to put it into liquidation or administration, ‘dump’ the company’s debts and then effectively start the same business again under the guise of a new company. Such phoenixism has often been of concern to HMRC both in the civil and criminal fields and prosecutions have been made against directors who have undertaken such activities on a repeated basis.

    Personal Liability Notices (‘PLNs’)

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Tax, RPC, Regulatory compliance, Fraud, Board of directors, National Insurance, Debt, Liability (financial accounting), Economy, Liquidation, HM Revenue and Customs (UK), Social Security Administration
    Location:
    United Kingdom
    Firm:
    RPC

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