Choosing a Trustee: Navigating the Complexities and Key Considerations
Five Tips for a New Public Company Director
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
PODCAST: Williams Mullen's Benefits Companion - Forfeitures Under Fire
PODCAST: Williams Mullen's Benefits Companion - Navigating Fiduciary Responsibilities in a Tide-Turning ESG Era
How ERISA Litigators Strengthen Plan Compliance and Risk Management: One-on-One with Jeb Gerth
What happens when a majority owner makes a bad-faith capital call?
#WorkforceWednesday®: New DOL Guidance - ERISA Plan Cybersecurity Update - Employment Law This Week®
John Wick - What You Need To Know about the Corporate Transparency Act
PODCAST: Williams Mullen's Benefits Companion - ERISA Forfeiture Litigation
Once Removed Episode 24: Expressing Goals and Intent for the Trust
Episode 322 -- Checking in on Caremark Cases
What Can A Tax Attorney Do For You? A Podcast With Janathan Allen
PODCAST: Williams Mullen's Benefits Companion - New Federal Rule Aims to Hold Investment Advisors to a Higher Standard
A Primer On Trusts - A Podcast with Janathan Allen
Podcast - Deberes fiduciarios de los administradores
New SEC Private Funds Rules – What Is Happening and What You Need to Know - Troutman Pepper Podcast
Podcast Episode 189: Adding Context to Compliance and Color To Your Legal Practice
BVI Companies and M&A
Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
The corporate veil is a fundamental concept of American jurisprudence that generally shields owners and officers from the lability of the corporation. Unless the corporate veil is pierced or otherwise avoided, owners and...more
When a public company faces significant financial challenges and uncertainty, the pressure on management teams and boards of directors to make the “right” decisions intensifies. If those financial challenges are not...more
Actions brought against the BHS directors by the group’s liquidators have resulted in the largest reported award for wrongful trading since the provision’s introduction, but the judgment highlights some unsettled areas of the...more
In BTI 2014 LLC v. Sequana SA and Others [2022] UKSC 25 (“Sequana”), the Supreme Court confirmed the existence of a duty owed at common law by company directors to consider the interests of its creditors, and also provided...more
In an important decision for U.S. companies with UK subsidiaries, the UK Supreme Court recently handed down its long-awaited judgment in BTI 2014 LLC v. Sequana S.A., the first case in which the UK's highest court...more
In a new ruling, the UK Supreme Court concluded that the rule applies only when a company is “insolvent or bordering on insolvency”. On 5 October 2022, the UK Supreme Court handed down judgment in BTI 2014 LLC v. Sequana...more
On 5 October 2022, the English Supreme Court handed down its decision in BTI 2014 LLC v Sequana SA and others. This (as described by Lady Justice Arden) “momentous” decision principally concerns whether directors are under...more
As a parent of three young children, Disney’s excellent new movie, Encanto, has been on heavy rotation in my household. It’s a story of an extended family whose members possess unique magical gifts. Through several humorous...more
Last Friday, this space addressed itself to Vice Chancellor J. Travis Laster's ruling in Stream TV Networks v. SeeCubic, C.A. No. 2020-0310-JTL (Dec. 8, 2020). He concluded that stockholder approval was not required when...more
Multinational boards are facing a major dilemma in response to COVID and its impact on their business forecasting. Many companies are facing insolvency and are left to decide how to approach bankruptcy proceedings. We’re...more
Italian COVID-19 legislation, with the aim of keeping companies alive by providing them with a short-term alternative to dissolution, provides for the suspension of (i) certain directors' obligations triggered by substantial...more
DeFi or “decentralized finance” is an emerging branch of the cryptocurrency and blockchain movement that attempts to use smart contracts and blockchains to provide financial services typically only available from centralized...more
As COVID-19 related economic disruptions place unprecedented stress on cash flows, the risk of insolvency is a new and growing concern for many businesses. ...more
Companies and their investors start with great enthusiasm. But in the life cycle of some companies, the enthusiasm (and funding) dissipates before the company has achieved an attractive sale or IPO....more
Among the litany of events of defaults often found in indentures and other credit documents is an issuer’s admission in writing of its inability to pay its debts as they come due. Like other insolvency events of default, this...more
Delaware law allows members and partners of limited liability companies (LLCs) and limited partnerships (LPs) to waive the fiduciary duties of their management in their LLC or LP agreements. When an LLC or LP is insolvent,...more
It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are...more
Many start-up companies backed by venture capital financing, especially those still in the development phase or which otherwise are not cash flow breakeven, at some point may face the prospect of running out of cash. Although...more
Official Comm. of Unsecured Creditors v. Baldwin (In re Lemington Home for the Aged), 777 F.3d 620 (3rd Cir. 2015) – The debtor was a nonprofit corporation that operated a nursing home. The chapter 11 unsecured...more
On May 4, 2015, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion in Quadrant Structured Products Company, Ltd. v. Vertin clarifying when a creditor gains standing to pursue derivative...more
When companies are in financial distress the question arises as to what rights shift to creditors from shareholders or other equity owners. The Delaware Chancery Court recently addressed this issue in some detail in Quadrant...more
A just-issued Court of Chancery decision clarifies, and possibly expands, creditors' rights. In 2007, the Delaware Supreme Court ruled that a corporation's creditors may sue its board of directors for violating its fiduciary...more
In recent years, companies in financial distress have found “independent” directors to be useful to achieve protections for their board members. An independent director is a director – usually with no prior affiliation to the...more
In Quadrant Structured Products Co. v. Vertin, C.A. No. 6990-VCL, 2014 Del. Ch. LEXIS 193 (Del. Ch. Oct. 1, 2014), the Delaware Court of Chancery held that when creditors of insolvent firms assert derivative claims, they need...more