The Texas Supreme Court, on June 20, 2014, issued its highly anticipated opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). Ritchie involved a claim by a minority shareholder in a closely held corporation under the Texas receivership statute, seeking to force the majority shareholders to buy-out the minority shareholder’s interest in the corporation.
Best practices are higher standards than those set by state law fiduciary duties, federal sentencing guidelines and a maze of other laws including:
On May 22, 2014, the Delaware Supreme Court, applying New York law, affirmed the dismissal of an action brought by Plaintiff noteholders against other noteholders under an indenture for approving amendments with which Plaintiffs disagreed.
Law360, New York (May 27, 2014, 4:11 PM ET) -- The Perishable Agricultural Commodities Act has many ramifications for secured lenders who provide financing to borrowers that own goods that fall within its scope, particularly in bankruptcy. Because PACA provides its beneficiaries — unpaid suppliers and sellers of perishable agricultural commodities and products — with superior rights over other creditors through the establishment of a trust, secured lenders must be careful not to rely on the standard language in bankruptcy orders that cleanse assets of liens.
It’s unfortunate, but it happens: you reach a deal with your customer and prepare to perform your side of the agreement, only to discover that your buyer is insolvent or close to it. It is essential that you having a working knowledge your rights in this situation, because time is of the essence.
Readers may remember the dramatic restructuring of the GM and Chrysler dealer networks as part of the bankruptcy proceedings for each auto maker in 2009. The state auto dealer franchise statutes and their protection against dealer terminations were summarily preempted by the bankruptcy proceedings and the pre-condition of dealer network reduction for the necessary loans from the federal government to the debtors in possession. Dealers challenged this action in the Court of Claims, and by an April 7, 2014 decision in A&D Auto Sales, Inc. et al. v.
What recourse is there for a plaintiff seeking to recover a debt when the defendant goes bankrupt during suit, and its owner commences operating essentially the same business through another legal entity? Can successor liability be asserted and, if so, how? Those issues played out in the recent case of Marange Printing, Inc. v. Finish Line NJ, Inc., et al., Superior Court of New Jersey, Docket No. A-2735-12T2 (decided March 7, 2014).
2014 is expected to see significant legal developments for products manufacturers across industries. Noteworthy issues to watch for the following topics/industry groups are described herein:
Crisis Management: Have a Plan
The Delaware Supreme Court recently offered new insight into a dissolved corporation’s exposure to liability for third party claims. InAnderson v. Krafft-Murphy Company, Inc.,1 the Court held as a matter of first impression in Delaware that the statutory scheme governing the dissolution and winding up of a Delaware corporation does not contain a general statute of limitations that would shield a dissolved corporation from liability.
I. Factual Background and Procedural History2
In the first appellate court decision on the issue, the Third Circuit Court of Appeals recently held that trade claims subject to disallowance under section 502(d) of the Bankruptcy Code are disallowable “no matter who holds them.”1 In In re KB Toys Inc., the Third Circuit affirmed Bankruptcy and District Court decisions holding that trade claims subject to disallowance in the hands of an original claimant remain disallowable in the hands of a subsequent transferee.