Fiduciary Duty, Corporate Conversions

Judge Rules Shareholders Can Pursue Derivative Claim Following A "Conversion"

Allen Matkins on 5/21/2025

A year ago, I posited the question whether a derivative suit can survive a conversion. I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully...more

Delaware Supreme Court: Permissive Business Judgment Rule Applies to Corporate Conversions

Holland & Knight LLP on 2/19/2025

everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on 2/26/2024

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Converting a Corporation into an LLC Can Lead to Unintended Consequences: Don’t Convert to an LLC Without Careful Advance Planning

Bradley Arant Boult Cummings LLP on 4/27/2022

Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more

The Cash-Out Merger Solution to the Problem Minority Owner

Farrell Fritz, P.C. on 3/19/2018

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

Five Changes to the Tennessee Nonprofit Corporation Act That You Need to Know

Baker Donelson on 1/15/2015

The following are five important changes to the Tennessee Nonprofit Corporation Act (the Act) which became effective January 1, 2015: 1. Affirmative Disclosure Requirement to Report Up the Chain of Command; 2....more