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    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
    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
    The Superior Court dismisses an action taken against EDC and IQ by the surety of a bankrupt company
    2024-02-02

    The Superior Court of Quebec rules in favor of Export Development Canada (“EDC”) and enforces a "[unequivocal]" Waiver against the surety who signed it in the context of a loan guarantee granted to the RBC.

    Relevant Facts

    Filed under:
    Canada, Quebec, Company & Commercial, Insolvency & Restructuring, Litigation, Clyde & Co LLP
    Location:
    Canada
    Firm:
    Clyde & Co LLP
    Collective redundancies and possible criminal liability: Supreme Court provides important clarification for administrators
    2023-12-01

    Recent news reports have highlighted that the number of corporate insolvencies has continued to rise during 2022 and 2023, with the retail sector being particularly affected. Many companies are struggling to meet the demands of repaying government support provided during lockdown, increased running costs and high wages coupled with lower demand due to the cost of living crisis.

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Litigation, CMS Cameron McKenna Nabarro Olswang LLP, Insolvency Service (UK), UK Supreme Court
    Authors:
    Sarah Ozanne
    Location:
    United Kingdom
    Firm:
    CMS Cameron McKenna Nabarro Olswang LLP
    Liquidating companies in the Netherlands per 15 November 2023
    2023-11-13

    On 14 March 2023, a new law (Tijdelijke wet transparantie turboliquidatie) was adopted by the Dutch legislator. This law introduces a filing obligation of the managing board that will apply to shortened liquidation procedures applied as per 15 November 2023. Under this obligation, the managing board of the company must file certain (financial) documents with the Dutch trade register and inform creditors of the company of this filing.

    Filed under:
    Netherlands, Company & Commercial, Compliance Management, Insolvency & Restructuring, Trade & Customs, Hogan Lovells, Articles of association
    Location:
    Netherlands
    Firm:
    Hogan Lovells
    Delaware Court of Chancery Clarifies Fiduciary Limitations on Controlling Stockholder’s Exercise of Voting Power
    2024-01-25

    In a landmark decision,[1] the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes actions to block a board of directors’ desired course of action — such as by removing directors or enacting a bylaw requiring a unanimous vote for board action

    Filed under:
    USA, Delaware, Company & Commercial, Insolvency & Restructuring, Litigation, Troutman Pepper, Private equity, Delaware Court of Chancery
    Location:
    USA
    Firm:
    Troutman Pepper
    CFPB Amicus Brief Supports FDCPA Claim for Unknowing Stay Violation
    2024-01-22

    On January 2, the Consumer Financial Protection Bureau (CFPB) filed an amicus curiae brief urging the U.S. Court of Appeals for the First Circuit to reverse a district court’s decision finding that a debt collector lacked the requisite knowledge and intent to violate the Fair Debt Collection Practices Act (FDCPA) when it sent a debt-collection communication prior to any knowledge of the debtor’s bankruptcy filing.

    Filed under:
    USA, Banking, Company & Commercial, Insolvency & Restructuring, Litigation, Troutman Pepper, Consumer Financial Protection Bureau (USA), US Congress, Fair Debt Collection Practices Act 1977 (USA)
    Authors:
    Stefanie H. Jackman , Deborah Kovsky-Apap , Ethan G. Ostroff
    Location:
    USA
    Firm:
    Troutman Pepper
    (UK) Timing, disclosure and fairness: lessons from the Adler judgment
    2024-01-30

    On 23 January 2024, the Court of Appeal handed down its much anticipated judgment[1] on the appeal of the Adler restructuring plan pursuant to Part 26A of the Companies Act 2006 (“RP”), which was sanctioned by the High Court on 12 April 2023

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Litigation, Squire Patton Boggs, Companies Act 2006 (UK)
    Authors:
    Rebecca Terrace , Charlotte Møller
    Location:
    United Kingdom
    Firm:
    Squire Patton Boggs

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