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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
    开曼PE基金的清盘
    2023-07-05

    一只基金在经历“募、投、管、退”几个阶段后,会进入其生命周期的最后一个阶段:清盘和解散,这个阶段涉及对于基金的资产的盘点、处置、分配以及一些法定的清盘和解散程序的履行。虽然在清盘阶段,需要盘点资产、处置及分配,但其实很多基金在运营过程中已经根据其合伙协议下的瀑布式分配条款向投资人完成了绝大多数分配(如下图所示),清盘很多时候仅成为一个注销基金的程序性必经环节而已。

    点击可查看大图

    有时候由于跨境重组中精简结构或者其他商业上的考虑,一些PE基金的主体也需要清盘和注销。无论是由于期限到期清盘,还是由于重组而清盘,大多数开曼PE基金会采用自愿清盘(voluntary liquidation)的方式退出,因此我们在本文中会重点介绍开曼法下豁免有限合伙的自愿清盘,也会对开曼法下的剔除(strike-off)程序在豁免有限合伙场景下的应用进行简单介绍。

    Filed under:
    Cayman Islands, China, Company & Commercial, Insolvency & Restructuring, Zhong Lun Law Firm
    Authors:
    Jane P. Yao
    Location:
    Cayman Islands, China
    Firm:
    Zhong Lun Law Firm
    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
    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

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