Fifth Circuit Rejects Breach of Fiduciary Duty and Fraudulent Transfer Claims
By Michael L. Cook*
THE BANKING LAW JOURNAL
First Circuit Affirms Dismissal of Fraudulent Transfer and Fiduciary Duty Claims
Michael L. Cook* This article discusses a recent U.S. Court of Appeals for the First Circuit decision holding that the debt-financed purchase of a business was not a fraudulent transfer and did not violate the fiduciary duty of the company's directors.
In the decision of Motors Liquidation Co. Avoidance Action Trust v. JPMorgan Chase Bank, N.A. (In re Motors Liquidation Co.), 552 B.R. 253 (Bankr. S.D.N.Y. 2016), the SDNY bankruptcy court held that prepetition interest payments on a term loan did not qualify as “settlement payments” under Section 546(e) of the Bankruptcy Code.
On August 24, 2016, Judge Mary F. Walrath of the Delaware Bankruptcy Court overruling an objection to claim for reclamation. The decision was issued in the Reichold Holdings US, Inc. Bankruptcy (Case No. 14-12237) in the Delaware Bankruptcy Court. A copy of the Opinion is available here.
Summary
In an 11 page opinion published May 18, 2011, Judge Shannon ruled that, in the context of a motion to dismiss, the officer of a corporation, which is itself a contractor, is not also a contractor by virtue of her position within the corporation. Judge Shannon’s opinion is available here (the “Opinion”).
Background
Many businesses – from manufacturers ("OEMs") to retailers - are reliant on receiving regular supplies from third parties for their trade. COVID-19 has produced an instant global economic shock that is – inevitably – affecting global supply chains. It is unclear whether the economic effects of COVID-19 will be long or short term, but here are some of the things that businesses which are dependent on their supply chain should be asking themselves.
What is the length of the supply chain and what jurisdictions does it cross?
One of the first cases involving the operation of section 153(1)(a)(ii) of the Companies Act 71 of 2008 is the matter of Copper Sunset Trading 220 (Pty) Ltd t/a Build It Lephalale (In Business Rescue) and Spar Group Limited (First Respondent) and Normandien Farms (Pty) Ltd (Second Respondent). This matter was decided under case 365/2014 in the High Court of South Africa (Gauteng Division, Pretoria) functioning as Limpopo Division, Polokwane.
Doing business in the United States
2021
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Hogan Lovells
Doing business in the United States 2021
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Contents
Introduction1
I.Openness of U.S. markets to foreign investment
2
II.Direct or indirect market entry and choice of entity
8
III. Commercial contracting
20
IV.Labor and employment law considerations
26
V.Immigration laws
34
VI.Intellectual property laws
40
VII. Export control and economic sanction laws
46
VIII. U.S. antitrust laws
56
The Labor and Employment Group at Hogan Lovells is proud to have contributed to the 2020 version of the firm’s Doing Business in the United States Guide. The Guide provides a high-level overview of the laws and practices important to foreign investors interested in operating in the United States, including recent legal developments.