Q4 2021 Issue
2021 TBOC Changes: What Does This Mean for Texas Partnerships, Corporations, and LLCs?Key 2021 Amendments to Delaware Business Entity StatutesBoeing’s Board Agrees to $237.5 Million Settlement in Litigation Alleging Failure to Oversee Airplane SafetyLeft in the Cold: Terminating Merger Agreement that Eliminates Liability for Post-Termination Claims Means What It SaysCould Corporate Convertible Loans be Subject to Criminal Usury Laws in New York?SEC Approves Nasdaq Board Diversity ProposalDelaware Supreme Court Applies Delaware Law to Determine D&O Coverage for Delaware CorporationsCaution: Court Finds Fiduciary Waivers Ineffective
Q3 2021 Issue
Villareal v. Saenz: Fiduciary Duties Will Go OnIN THE NEWS: Franchi v. Multiplan Corp., et al. – SPACs and Potential Conflict IssuesThe Pandemic is not a MAE; Is the Ordinary Course Covenant the New MAE?Increased Scrutiny Surrounding Noncompete Agreements During the PandemicThe Corporate Transparency Act: What You Need to Know About Mandatory Beneficial Ownership Reporting Requirements Coming SoonCompelling Justification Required when Interfering with Stockholder Voting RightsCarried Interest Taxation: Update on Final Regulations and Potential Legislative Changes
Q1 2021 Issue
Potential Pitfalls in Waiving or Retaining Attorney-Client Privilege over Pre-Closing Communications in Asset SalesFirst Delaware COVID-19 M&A DecisionNasdaq's Board Diversity ProposalPPP 2.0 and Related Business ProgramsDelaware Superior Court Holds Indemnification Provision Does Not Cover First-Party Claims for Legal FeesPrivate Equity Fund May Be Liable for Fraud, Aiding and Abetting Fraud and Conspiracy in $295 Million Sale of Portfolio Company Due to Alleged Inflated Financial Forecasts
Q4 2020 Issue
The PPP Meets M&A: Pitfalls for the Unwary Borrower and LenderIN THE NEWS: Dozens of McDonald’s Corporation’s African-American Franchisees Sue Alleging Pervasive Racial DiscriminationCalifornia's Push for Diverse Corporate BoardsSEC Expands Definition of Accredited InvestorIN THE NEWS: McDonald’s Sues Former CEO to Recoup Millions in Severance Alleging Improper Employee RelationshipsWeWork’s Special Committees War Over Privileged CommunicationsControlling Stockholder's Discussions with Minority Stockholders Results in Application of Entire Fairness Standard
Q3 2020 Issue
EBITDA, Adjusted EBITDA, and EBITDAC in the Age of COVID-19Buyer’s Claim of Fraud and Fraudulent Inducement in Connection with $106 Million Purchase of Target Allowed to Proceed Due to Failed Anti-Reliance Language and Despite Bootstrapping RuleMinority Members’ Contractual Blocking Rights Can Result in the Imposition of Fiduciary DutiesIN THE NEWS: The Potential Divorce of Simon and TaubmanEmail Exchange Insufficient to Create Binding ContractAn Illustration of Remote Controller Fiduciary LiabilityWhere Am I and How Did I Get Here (In This Venue)?Aiding and Abetting Claim Sustained Against M&A Advisor JPMorgan
Q2 2020 Issue
IN THE NEWS: Victoria's Actual Secret: Negotiating Material Adverse Effect Clauses After COVID-19IN THE NEWS: WeWork Sues Softbank Group Corp and its Vision Fund for Failed Tender OfferIN THE NEWS: Houston-Area Movie Theater Owner Files Suit Against Mexican Company Trying to Use Coronavirus as Excuse to Terminate AcquisitionCleansing Transactions Involving Conflicted BoardsCourt Declines to Apply Business Judgment Rule in Minority Squeeze-OutApplication of Affiliation Rules to Private Equity Funds and Portfolio Companies under the Paycheck Protection ProgramLululemon Board Not Liable to Shareholders for Paying Misbehaving CEO $5 Million in Severance Instead of Firing for CauseImpact of the COVID-19 Pandemic on Contracts - Force Majeure and Other Excuses for Performance