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    Protecting the ordinary course of business defense
    2011-07-15

    Imagine a scenario in which you have a long standing relationship with an important customer and you learn that this customer is running into financial difficulties. In the current economic cycle, this is probably not a hypothetical, but, rather, an everyday reality. During the course of the relationship, this important customer has from time to time fallen behind in paying invoices and has even reached or exceeded the credit limits your company has imposed on this customer.

    Filed under:
    USA, Company & Commercial, Insolvency & Restructuring, Litigation, Faegre Drinker Biddle & Reath LLP, Bankruptcy, Credit (finance), Debtor, Debt, Cashflow, Preferred stock, US District Court for District of Delaware
    Authors:
    Howard A. Cohen
    Location:
    USA
    Firm:
    Faegre Drinker Biddle & Reath LLP
    Western Cape High Court confirms that creditors’ resolutions can be set aside under section 387(3) of the Companies Act.
    2024-08-05

    A long dispute between a father and son, which progressed through various courts, culminated in an application focusing on the court’s powers under section 387(3) of the old Companies Act (61 of 1973). That dispute was heard in the Western Cape High Court, which gave judgment on 10 July 2024 in the matter of Jurgens Johannes Steenkamp N.O. & 3 others v Mark Wehrley & 3 others.

    Filed under:
    South Africa, Company & Commercial, Insolvency & Restructuring, Litigation, ENS
    Authors:
    Michael Papas
    Location:
    South Africa
    Firm:
    ENS
    UK Corporate Briefing August 2024
    2024-08-01

    Summary

    Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss:

    Final Listing Rules – changes to note

    Filed under:
    United Kingdom, Capital Markets, Company & Commercial, Compliance Management, Insolvency & Restructuring, Litigation, BCLP, Corporate governance, Crowdfunding, Due diligence, Initial public offerings, Financial Conduct Authority (UK)
    Authors:
    Benjamin Lee , Simon Beddow
    Location:
    United Kingdom
    Firm:
    BCLP
    (UK) What is misfeasance trading? What does this mean for directors and their advisors?
    2024-07-18

    For those that are that way inclined (which includes us at #SPBRestructuring!), the 500 plus page Wright v Chappell judgment which sets out the BHS wrongful trading claim against its former directors makes for an interesting read. It paints a colourful picture of the downfall of the BHS group, from the point that it was sold for £1 to its eventual demise into administration and then liquidation. You can make your own mind up about the characters involved, but the story is a sorry one, with creditors ultimately suffering the most.

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Squire Patton Boggs
    Authors:
    Rachael Markham
    Location:
    United Kingdom
    Firm:
    Squire Patton Boggs
    Sell-Side Directors May Be Liable for Breach of Fiduciary Duty Claims for Failing to Investigate Company's Post-Closing Solvency
    2020-12-28

    In In re Nine West LBO Securities Litigation (Case No. 20-2941) (S.D.N.Y. Dec. 4, 2020), a federal district court denied in part a motion to dismiss claims brought by the Nine West liquidating trustee against former directors (the "Defendants") of The Jones Group, Inc. (the "Company"), Nine West's predecessor, for, among other things, (i) breaches of their fiduciary duties of care and loyalty, and (ii) aiding and abetting breaches of fiduciary duties. The litigation arises from the 2014 LBO of the Company by a private equity sponsor ("Buyer").

    Filed under:
    USA, Company & Commercial, Insolvency & Restructuring, Litigation, Winston & Strawn LLP, Private equity, Due diligence
    Authors:
    Dominick DeChiara , Bryan C. Goldstein , Carey D. Schreiber , Bradley C. Vaiana
    Location:
    USA
    Firm:
    Winston & Strawn LLP
    Directors' Duties Under English Law — How to Lead in Difficult Times
    2022-07-01

    Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms.

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Litigation, Katten Muchin Rosenman LLP, Coronavirus, UK Supreme Court
    Authors:
    Sonya Van de Graaff , Prav Reddy , Mark Johnson
    Location:
    United Kingdom
    Firm:
    Katten Muchin Rosenman LLP
    Directors' Duties Under English Law — How to Lead in Difficult Times
    2022-07-01

    Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms.

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Litigation, Katten Muchin Rosenman LLP, Coronavirus, UK Supreme Court
    Authors:
    Sonya Van de Graaff , Prav Reddy , Mark Johnson
    Location:
    United Kingdom
    Firm:
    Katten Muchin Rosenman LLP
    Sell-Side Directors May Be Liable for Breach of Fiduciary Duty Claims for Failing to Investigate Company's Post-Closing Solvency
    2020-12-28

    In In re Nine West LBO Securities Litigation (Case No. 20-2941) (S.D.N.Y. Dec. 4, 2020), a federal district court denied in part a motion to dismiss claims brought by the Nine West liquidating trustee against former directors (the "Defendants") of The Jones Group, Inc. (the "Company"), Nine West's predecessor, for, among other things, (i) breaches of their fiduciary duties of care and loyalty, and (ii) aiding and abetting breaches of fiduciary duties. The litigation arises from the 2014 LBO of the Company by a private equity sponsor ("Buyer").

    Filed under:
    USA, Company & Commercial, Insolvency & Restructuring, Litigation, Winston & Strawn LLP, Private equity, Due diligence
    Authors:
    Dominick DeChiara , Bryan C. Goldstein , Carey D. Schreiber , Bradley C. Vaiana
    Location:
    USA
    Firm:
    Winston & Strawn LLP
    Sell-Side Directors May Be Liable for Breach of Fiduciary Duty Claims for Failing to Investigate Company's Post-Closing Solvency
    2020-12-28

    In In re Nine West LBO Securities Litigation (Case No. 20-2941) (S.D.N.Y. Dec. 4, 2020), a federal district court denied in part a motion to dismiss claims brought by the Nine West liquidating trustee against former directors (the "Defendants") of The Jones Group, Inc. (the "Company"), Nine West's predecessor, for, among other things, (i) breaches of their fiduciary duties of care and loyalty, and (ii) aiding and abetting breaches of fiduciary duties. The litigation arises from the 2014 LBO of the Company by a private equity sponsor ("Buyer").

    Filed under:
    USA, Company & Commercial, Insolvency & Restructuring, Litigation, Winston & Strawn LLP, Private equity, Due diligence
    Authors:
    Dominick DeChiara , Bryan C. Goldstein , Carey D. Schreiber , Bradley C. Vaiana
    Location:
    USA
    Firm:
    Winston & Strawn LLP
    Directors' Duties Under English Law — How to Lead in Difficult Times
    2022-07-01

    Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms.

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Litigation, Katten Muchin Rosenman LLP, Coronavirus, UK Supreme Court
    Authors:
    Sonya Van de Graaff , Prav Reddy , Mark Johnson
    Location:
    United Kingdom
    Firm:
    Katten Muchin Rosenman LLP

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