Farrel Fritz

MAY 31, 2022

The entities had written operating and limited partnership agreements, the former governed by California law, the latter by Delaware law. The second lawsuit Ramsay commenced against Seibel for judicial dissolution of The Fat Cow and FCLA under California law and Delaware law respectively. The Derivative Action.

Start-ups 52

Start-ups 52

ThomsonReuters

FEBRUARY 15, 2023

property taxes, which help fund roads, schools, emergency medical services, and other services, are a vital source of revenue for state and local governments. Property tax rates vary greatly among states and localities and can have a major impact  on business investments and where people decide to live.

Appraisal 52

Appraisal Intangible Assets Equity Technology 52

ABI

JANUARY 13, 2021

AGH Parent LLC , the Delaware District Court held that it must abstain from hearing a lawsuit and remand it on equitable grounds. [1] 3] The SDNY order granted the liquidators’ authority to assert claims on PPVA’s behalf against any party that is subject to jurisdiction within the United States. [4] Flaherty , 436 F.3d

40

40

Farrel Fritz

JUNE 26, 2023

It’s been many years since our last pop quiz for all you business divorce aficionados. Jurisdiction Over Foreign Entity Dissolution. As we’ve previously highlighted on this blog , New York courts uniformly hold that they lack subject matter jurisdiction over claims for judicial dissolution of foreign business entities.

Appraisal 52

Appraisal 52

Appraisal Rights

OCTOBER 31, 2019

24, Potter Anderson & Corroon LLP presented a webinar on the Delaware Limited Liability Company Act (DLLCA), including amendments to contractual appraisal rights. In contrast to the Delaware General Corporation Law, there are no default rights for appraisal under the DLLCA. We noted previously that this update was occurring.

Appraisal 52

Appraisal 52

Reynolds Holding

JUNE 21, 2023

Restrictions in noncompetes have traditionally been governed by state law, and the FTC’s proposal has provoked criticism that the proposed rule would ignore the legal framework adopted by the states on this issue. The Current Law of Noncompetes Is a Patchwork of State Laws State laws governing post-employment noncompetes vary widely.

Marketability 45

Marketability Compliance Equity 45

Reynolds Holding

JULY 18, 2022

As interpreted and applied in Meade , the MBCA shield is more protective than the comparable Delaware provision, DGCL Section 102(b)(7). The Meade dismissal was based on a director liability shield patterned on Model Business Corporation Act (“MBCA”) Section 2.02(b)(4). The holding is also justified from a policy perspective.

59

59

Shephard Mullin M&A

AUGUST 21, 2023

Courts across the United States have long recognized a distinction between expert determinations and arbitrations. [1] 2] However, in Delaware and several other states, courts have been clear that expert determination is a third-party dispute resolution mechanism that is separate and distinct from arbitration. Action Servs.,

Accounting Firms 52

Accounting Firms Appraisal 52

Farrel Fritz

JANUARY 9, 2023

Last fall, I wrote about a matrimonial-turned-business dispute simultaneously playing out in Delaware Chancery Court and Manhattan’s Matrimonial Division between reality television personality Julia Haart and her former paramour, billionaire Silvio Scaglia, over ownership of modeling agency Elite World Group, Inc. I think not.

Banking 52

Banking Finance Marketability 52

Reynolds Holding

DECEMBER 6, 2022

Since then, the company, its many affiliates, and its 30-year-old owner and founder, Sam Bankman-Fried, have been investigated by lawmakers and regulators across many jurisdictions, including the Commodity Futures Trading Commission , the Securities and Exchange Commission , and the U.S. Attorney for the Southern District of New York.

Banking 105

Banking Marketability 105

Reynolds Holding

MAY 21, 2023

The United States legal system is immensely complex. There are state courts and federal courts, state statutes and federal statutes, state common law and federal common law. Are there differences in clause enforcement rates across the states? Do state courts enforce these clauses at the same rate as federal courts?

52

52

Reynolds Holding

APRIL 24, 2022

Adverse human rights and environmental impacts are keyed to violations of a long list of human rights and environmental obligations laid out in international conventions and declarations, irrespective of whether they are ratified or recognized in the jurisdiction in which the alleged violation takes place. Second, U.S.

Compliance 119

Compliance Marketability Technology 119

Reynolds Holding

JANUARY 9, 2023

Class Action Settlements of All-Time” report published later this month.). A number of high-profile cases dominated the landscape, including Twitter and Teva in the United States, while the Steinhoff International mega-settlement commanded much of the attention overseas. (A substantive year in review for the U.S. billion in profits.

Banking 81

Banking Private Equity Firm Marketability Compliance 81

Appraisal Rights

JANUARY 23, 2020

To demand appraisal, at least in Delaware (and to our understanding, the Cayman Islands as well), a shareholder must do more than simply dissent (or at least not vote “for”) the transaction. A shareholder must ‘perfect’ their appraisal rights – in effect, they must take certain mechanical steps to actually demand appraisal.

Appraisal 52

Appraisal 52

Farrel Fritz

FEBRUARY 21, 2022

15, 2022] , the North Carolina Court of Appeals affirmed a trial court’s order granting summary judgment declaring nonjudicial dissolution of another family-owned, realty-holding limited partnership formed under Delaware law. The Verdone Limited Partnership. George, Tump, and Catherine appealed. The Court of Appeals Affirms.

Compliance 40

Compliance 40

Reynolds Holding

OCTOBER 5, 2022

Given both Delaware’s strong commitment to deal certainty and Musk’s seemingly reckless indifference to due diligence, most law professors saw Musk as facing a decidedly uphill battle in the Delaware courts. In the Delaware court, Musk must show a material adverse change. In fairness, Delaware law does have some tension in it.

Compliance 59

Compliance Marketability 59

Cooley M&A

OCTOBER 25, 2018

The two legal systems that most often govern cross-border private M&A transactions are US (most commonly Delaware) law and English law. These include: Agreements to agree; deeds: In Delaware, an agreement to agree may be legally binding and enforceable.

Compliance 40

Compliance Dividends Finance Equity 40

Appraisal Rights

NOVEMBER 19, 2019

article did not sufficiently contend with: (1) time period, (2) deal consideration, and (3) state of incorporation. For deal consideration, the authors note that none of the all-stock deals, which exhibited the highest arbitrage spreads, were subject to an appraisal challenge.

Appraisal 40

Appraisal 40

Reynolds Holding

SEPTEMBER 17, 2023

The Scrutiny-Deference Matrix All substantive standards of review can be understood as depicting both the object of scrutiny and, separately, the type of deference judges want to exercise, if any. ENDNOTE [1] This post refers to corporate standards of review applicable in Delaware, but all the claims herein will also apply in other U.S.

Dividends 52

Dividends Equity Marketability 52

Harvard Corporate Governance

AUGUST 25, 2022

As with all Restatements, the purpose of the proposed Restatement is to clarify “the underlying principles of the common law” that have “become obscured by the ever-growing mass of decisions in the many different jurisdictions, state and federal, within the United States.” a non-shareholder constituency statute).

188

188

Reynolds Holding

JULY 17, 2022

The project has three prominent reporters, moreover, all well respected corporate law academics. [9] 15] The purpose of a restatement is to clarify “the underlying principles of the common law” that have “become obscured by the ever-growing mass of decisions in the many different jurisdictions, state and federal, within the United States.” [16]

137

137

Farrel Fritz

NOVEMBER 7, 2022

The two mainstays of the federal courts’ limited subject matter jurisdiction — federal question and diversity of citizenship — typically are not present in disputes among co-owners of closely held businesses. Disputed Expulsion of Law Firm Partner Raises Jurisdictional Issue. Cyrulnik moved to dismiss the S.D.N.Y.

Finance 52

Finance Appraisal 52

ThomsonReuters

JUNE 15, 2022

In the middle of a busy legislative season, several states have made important changes in their tax code that practitioners across the nation will want to be aware of in order to service clients who may have multistate needs. Tax Relief Enacted in Delaware, Florida, Georgia, and New Mexico. Delaware Relief Rebate Program.

Start-ups 105

Start-ups 105

Cooley M&A

FEBRUARY 8, 2018

State laws differ in many respects, and structuring non-compete agreements often requires complex jurisdiction questions regarding which law governs particular people and/or activity. Countervailing public policy interests that favor employee mobility and individuals’ ability to earn livelihood can be surprisingly protective.

Start-ups 52

Start-ups Appraisal Technology Marketability 52

Reynolds Holding

MAY 21, 2023

A debate has long raged over how to treat the legal boundaries between companies belonging to a corporate group in administering bankruptcies, imposing liability for corporate torts, or determining how tax and jurisdictional rules should apply. Take Delaware law. jurisdictions, Delaware has long recognized double derivative suits (i.e.,

52

52

Appraiser Newsroom

JULY 9, 2023

Celebrating its 86th year, the Conference attracts thought leaders, practitioners, allied professionals, vendor partners, government agency personnel, and more from all parts of the world. Prior to that, he spent twenty-one years as a Special Agent with the United States Customs Service and Homeland Security Investigations.

Appraisal 40

Appraisal Fair Market Value Marketability Business Valuation 40

Reynolds Holding

DECEMBER 11, 2023

Striving to better, oft we mar what’s well — William Shakespeare, King Lear (1606) The Delaware Court of Chancery has, for more than a century, honed unparalleled expertise in a unique body of corporate law based on equity – and is thus adaptable enough to address injustice. In 2012, Delaware law began to constrain the role of equity.

Venture Capital Fund 64

Venture Capital Fund Equity Appraisal Marketability 64

ThomsonReuters

JUNE 14, 2021

Department of Labor (DOL) issued Unemployment Insurance Program Letter (UIPL) 20-04 to state workforce agencies regarding the localization of work provisions. The UIPL discusses the principles for determining where wages should be reported when work is performed entirely in one state or in a number of different states.

Dividends 98

Dividends 98

Cooley M&A

APRIL 7, 2017

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. [1] for a Hematologic Cancer Indication.” Anticipate a dispute.

Marketability 40

Marketability 40

Reynolds Holding

MAY 29, 2023

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to facilitate certain corporate actions. In its recent decision in Stream TV Networks, Inc. SeeCubic, Inc.,

Market Capitalization 40

Market Capitalization Marketability 40

Appraisal Rights

MARCH 10, 2020

Section 238 has its origins in section 262 of the General Corporation Law of the US State of Delaware [1] , and was first introduced into the Cayman Islands Companies Law in May 2009 as part of a wider reform concerning mergers and consolidation. Development. Developing areas. Ogier’s involvement.

Appraisal 52

Appraisal Start-ups 52

Reynolds Holding

JANUARY 4, 2023

Business entities are generally formed state-by-state. In a new article , we show that multistate business entities are, in fact, preferable to both state separatism and federalization. This beneficial exchange between states and entrepreneurs created a competition among states for companies.

Compliance 59

Compliance Equity Marketability 59

Reynolds Holding

OCTOBER 5, 2022

This mid-year update provides an overview of the major developments in federal and state securities litigation in the first half of 2022: I. Filing And Settlement Trends. Figure 1 below reflects the semi-annual filing rates dating back to 2013 (all charts courtesy of Cornerstone Research). A. Filing Trends.

Start-ups 72

Start-ups Marketability Equity Compliance 72

Reynolds Holding

JUNE 27, 2023

4] It started with allowing Whole Foods to exclude a proxy access proposal pursuant to paragraph (i)(9) for conflicts with the company’s proposal, [5] only for the Commission staff to change its mind six weeks later and state that it would express no view on paragraph (i)(9) for the Whole Foods proposal and for the remainder of the season. [6]

Corporate Finance 45

Corporate Finance Marketability Finance Start-ups 45

Appraiser Newsroom

FEBRUARY 16, 2022

He has also testified on valuation uses in federal and state venues across the U.S. He has also been qualified as an expert in valuation by the Delaware Court of Chancery. . Dr. Kennedy has testified in numerous state and federal courts and before international arbitration tribunals. as well as in international arbitrations.

Intangible Assets 52

Intangible Assets Business Valuation Appraisal Corporate Finance 52

Reynolds Holding

MARCH 27, 2023

We also provide an update on the status of mandatory federal forum provisions in the Ninth and Seventh Circuits and in the State of California. For the second year in a row, the “Electronic Technology and Technology Services” and “Health Technology and Services” sectors represented over half of all filings (54%).

Technology 59

Technology Start-ups Compliance Finance 59

Reynolds Holding

JUNE 5, 2022

a) The objective of a corporation is to enhance the economic value of the corporation, within the boundaries of the law; (1) in common-law jurisdictions: for the benefit of the corporation’s shareholders. This language was soon added as boilerplate to all incorporation documents to avoid ultra vires trouble. 1, § 2.01, cmts.

Start-ups 111

Start-ups Finance Marketability 111