News & Analysis as of

Fiduciary Duty Duty of Loyalty Conflicts of Interest

Baker Botts L.L.P.

An Attorney's Ethical Obligations to the Client in Third-Party Funded Litigation

Baker Botts L.L.P. on

The landscape of legal practice has significantly changed due to the proliferation of third-party litigation funding, a financial mechanism that provides capital to plaintiffs, including patent owners, in exchange for an...more

Whiteford

The Fiduciary Duties of an Executor of An Estate in Virginia

Whiteford on

Executors and administrators of estates in Virginia must swear an oath before the probate clerk that they will “faithfully perform the duties of [their] office to the best of [their] judgment.” These duties are called...more

Mintz - Bankruptcy & Restructuring Viewpoints

Early- and Growth-Stage Companies in Distress: What Directors Need to Know about their Fiduciary Duties

Most high-growth companies find themselves in a race against the clock, trying to use whatever capital they may have to achieve milestones prior to hitting their cash-out date. When markets are tight, as they have been over...more

ArentFox Schiff

LIBOR Transition: (Bet You Didn't Know) Municipal Advisors’ and Underwriters’ Duties

ArentFox Schiff on

Municipal advisors, as well as other regulated entities, should be aware of their general obligations under Federal securities laws and MSRB Rules when formulating advice about securities or products, in particular if it...more

White & Case LLP

Fiduciary or Contractual? Experts' Duties and Conflicting Interests

White & Case LLP on

In the case of (1) Secretariat Consulting Pte Ltd, (2) Secretariat International UK Ltd, (3) Secretariat Advisors LLC v A Company [2021] EWCA Civ 6, the Court of Appeal upheld the decision of the Technology and Construction...more

Goodwin

U.S. Department of Labor Formalizes Reinstatement of “Five Part Test” For Fiduciary Investment Advice and Proposes Broad Principal...

Goodwin on

On June 29, 2020, the U.S. Department of Labor (the Department) formally reinstated its “five-part test” for determining what constitutes “investment advice” under ERISA and Section 4975 of the Internal Revenue Code (the...more

Stinson - Corporate & Securities Law Blog

Director’s Undisclosed Conflict Prevents Application of Business Judgment Rule in Acquisition

City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited...more

Harris Beach Murtha PLLC

Massachusetts Proposes Final Fiduciary Rule

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Recently, the Massachusetts Securities Division made public its proposed final fiduciary duty rule (the “Proposed Rule”). The MSD has requested public comment concerning the Proposed Rule by January 7, 2020....more

Faegre Drinker Biddle & Reath LLP

SEC Division of Investment Management Releases FAQs Regarding Disclosure of Financial Conflicts Related to Investment Adviser...

The staff of the Securities and Exchange Commission’s (SEC) Division of Investment Management released frequently asked questions (FAQs) on October 18, 2019, which discuss certain compensation arrangements and related...more

Winstead PC

Trustee Compensation in Texas - Presentation

Winstead PC on

Areas of Discussion: - In this Presentation, we will discuss the following: - Duty of loyalty; - Authority for trustee compensation; - Factors for reasonable compensation; - Other issues arising from trustee...more

Vedder Price

The New Standards for Investor Protection: An Analysis of Regulation Best Interest, Form CRS and Two Interpretations of the US...

Vedder Price on

On June 5, 2019, the Securities and Exchange Commission (the “SEC”) voted three to one to approve a package of rulemakings and interpretations designed to enhance the quality and transparency of investors’ relationships with...more

Faegre Drinker Biddle & Reath LLP

SEC Interpretation Offers Clarification on an Investment Adviser’s Duties of Care and Loyalty

As part of its “Reg BI Package”, approved on June 5, 2019, the Securities and Exchange Commission (the “SEC”) sought to clarify the fiduciary duty that an investment adviser owes to its clients under the Investment Advisers...more

Troutman Pepper Locke

Investment Management Update - July 2019

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Covering legal developments and regulatory news for registered funds, their advisers and industry participants through June 30, 2019. Auditor Independence With Respect to Certain Loans or Debtor-Creditor Relationships - On...more

Eversheds Sutherland (US) LLP

New SEC interpretation impacts timberland investment advisors

On June 5, 2019, the US Securities and Exchange Commission adopted a comprehensive package of rulemakings and interpretations governing the standard of conduct applicable to broker-dealers and the fiduciary duty applicable to...more

Morgan Lewis

In Focus: SEC Form CRS Roadmap – How to Navigate Its Operational Challenges

Morgan Lewis on

To help retail investors better understand the services, fees, costs, conflicts of interest, and required standards of conduct that apply to relationships with broker-dealers (Broker-Dealers), federally registered investment...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts New Interpretation of Fiduciary Duty

On June 5, 2019, the Securities and Exchange Commission (SEC) adopted a comprehensive interpretation (the “Interpretation”) of the fiduciary duties that investment advisers owe to their clients under the Investment Advisers...more

Lathrop GPM

Top 10 Tips for the Professional Fiduciary to Avoid Litigation

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Communication is Key. This may seem obvious, but good communication can go a long way in preventing a dispute. This includes timely responding to emails and voice messages...more

Holland & Hart LLP

Avoiding Fiduciary Conflicts of Interest

Holland & Hart LLP on

It is very difficult for a trustee to have conflicts of interest without breaching the duty of loyalty. We typically think of trustee conflicts as they relate to self-dealing by the trustee, which is almost always a problem...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes New Interpretation of Fiduciary Duty

On April 18, 2018, the Securities and Exchange Commission (SEC) proposed a new interpretation (the “Proposed Interpretation”) of the fiduciary duties of investment advisers under the Investment Advisers Act of 1940, as...more

Jackson Walker

Choice of Entity and Key Contents of Organization Documents

Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more

Burr & Forman

Change in How SC Supreme Court Views Conspiracy Claims May be Coming

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As our various courts decide cases, we watch to see if there are any trends that seem to be developing or whether a case signals that the courts are beginning to change how they view a particular issue or type of case. We've...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Cadwalader, Wickersham & Taft LLP

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

Bracewell LLP

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

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In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

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