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Dispute Resolution Corporate Governance Fiduciary Duty

Robins Kaplan LLP

The Robins Kaplan Spotlight, Vol. 10 No. 3 - September 2025

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The Spotlight strives to provide a forum to discuss the latest news and compelling issues impacting fiduciaries and those to whom fiduciaries owe duties. Whether you are an officer, director, trustee, beneficiary, trust...more

Farrell Fritz, P.C.

A Wolf in Sheep’s Clothing: Shareholder Agreement’s “Except as Otherwise Set Forth Herein” Hands Control of Famed Restaurant to...

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John’s of 12th Street in the East Village is one of Manhattan’s oldest and most storied red-sauce Italian restaurants. Founded in 1908, John’s hosted a speakeasy and was favored by gangsters during Prohibition. In 1922, it...more

BakerHostetler

Considering ‘Dexit’: A Comparative Review of Key Issues in Delaware, Nevada and Texas Corporate Laws

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On July 9, leading venture capital firm Andreessen Horowitz (AH) announced that it had decided to redomicile its primary business entity, AH Capital Management, from Delaware to Nevada. AH made an intentionally noisy exit,...more

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 6: Minority Stakeholder Interests and Oppression

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There is a common misconception that ownership equals control. But in many businesses—especially those participating in the Small Business Administration’s (SBA) 8(a), Women-Owned Small Business (WOSB), or Service-Disabled...more

Patton Sullivan Brodehl LLP

Another LLC Attorney Disqualified Due to “Conflict of Authority”

A prior LLC Jungle post covered the Court of Appeal’s seminal opinion in the Jarvis v. Jarvis case here: Why Having “Co-Managers” for Your LLC is a Terrible Idea. In the Jarvis case, the Court of Appeal affirmed the...more

Vinson & Elkins LLP

Texas Business Court Quarterly Update – Q1 and Q2 2025

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As a part of Vinson & Elkins’ Texas Business Court Quarterly Update, the following update summarizes the Texas Business Court opinions—categorized by primary issue—that have been released since September 1, 2024 through the...more

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 5: Fiduciary Duties

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Litigation risk is an unavoidable aspect of running a business, but with thoughtful planning, exposure can be significantly reduced. From contractual disputes to employment disputes, potential legal challenges can arise at...more

Farrell Fritz, P.C.

Winter Case Notes: Nice Try, But the Agreements Say What They Say

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Spring is soon upon us. March Madness is at our doorstep. The Formula 1 season is underway. Baseball season will be in full swing shortly. And my allergies are already in bloom....more

Fox Rothschild LLP

A(nother) Cautionary Tale on the Importance of Operating Agreements

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To practitioners familiar with internal disputes involving closely held companies, the allegations in Lafayette Village Pub, LLC v. Burnham, 2025 NCBC 8, are nothing new. The member running the business (allegedly) made bad,...more

Womble Bond Dickinson

Delaware Court of Chancery Reminds Delaware Counsel of the Court’s Expectations

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The Delaware Court of Chancery is the nation’s preeminent business court due to the large number of businesses that call Delaware home. Both Delaware state and federal courts require Delaware counsel to be actively involved...more

Conyers

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

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On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

Farrell Fritz, P.C.

Limo Company Shareholders Can't Hitch a Ride in Derivative Litigation

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Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

ArentFox Schiff

Airline 401k Decision Illustrates Continued Takeoff of ESG Litigation

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A Texas federal judge recently permitted an environmental, social, and governance- (ESG) related Employee Retirement Income Security Act (ERISA) case filed by an airline pilot against his employer and its benefits plan to...more

Conyers

King Bun Limited and Others v. Lau Man Sang, James and Others - Claim No. BVIHC (COM) 2017/086

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Nov 2023 In August 2021, the BVI Commercial Court handed down judgment on liability in favour of the Claimants against seven directors of Vanway for carrying out a fraud on the minority shareholders, in selling the assets of...more

Conyers

Tracing Wealth in the BVI in Aid of Arbitration: Unravelling the Breach of Fiduciary Duties

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The gravity of any arbitration award lies in its successful enforcement. The enforcement process may be frustrated and produce little result if the winning party does not identify at the outset the assets against which the...more

JAMS

Mediating Complex Corporate Disputes Involving Officers and Directors

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Claims against corporate officers and directors most commonly are derivative claims brought on behalf of a corporation or LLC in which the company is a nominal plaintiff. These claims allege that the defendants have breached...more

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