The Texas Legislature, during its 87th Regular Session, passed several bills with direct implications for Texas partnerships, corporations, and limited liability companies. Below are some of the key changes for Texas entities, including amendments made to the Texas Business Organization Code (TBOC), passed in the 87th Regular Session.
This article summarizes key amendments to the Delaware General Corporation Law (DGCL), Delaware Limited Liability Company Act (DLLCA), Delaware Revised Uniform Partnership Act (DRUPA) and Delaware Revised Uniform Limited Partnership Act (DRULPA, and, together with the LLC Act and GP Act, the Alternative Entity Acts) that became effective on August 1, 2021.
The board of directors (Board) of The Boeing Company (Boeing) agreed to a staggering $237.5 million settlement of a lawsuit brought by stockholders on behalf of Boeing alleging that the Board and certain executive officers breached their fiduciary duties of oversight and monitoring of mission-critical airplane safety and airworthiness of the 737 MAX prior to
The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to fully understand the ramifications of terminating a merger agreement or other contract before taking the step of exercising a
In Adar Bays, LLC v. GeneSYS ID, Inc., the New York Court of Appeals (the “Court”) held that the conversion price in a convertible option could be classified as interest thereby potentially falling under the territory of New York’s criminal usury laws.
In 2016, Adar Bays provided GeneSYS with a $35,000 loan in
On August 6, 2021, the Securities and Exchange Commission (the SEC) approved the board diversity rule proposed by the Nasdaq Stock Market LLC (Nasdaq) mentioned in our previous article (the Board Diversity Rule). Nasdaq Rule 5605(f) requires each non-exempt Nasdaq-listed company to have, or explain why it does not have, at least two members of
The Delaware Supreme Court ruled that Delaware law applies to the interpretation of directors and officers liability (D&O) insurance coverage issued to Delaware corporations. RSUI Indem. Co. v. Murdock, et al., 248 A.3d 887 (Del. 2021). Dole Food Company (Dole), and some of its officers, were sued following a going private transaction. RSUI Indemnity
In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with duties not to engage in bad faith, willful misconduct, or gross negligence as instead having imposed the