Reorganizing Failing Businesses: Fiduciary duties of directors of financially troubled corporations
Author: Megan M. Adeyemo
Publisher:
Published: 2017
Total Pages:
ISBN-13: 9781634258722
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Author: Megan M. Adeyemo
Publisher:
Published: 2017
Total Pages:
ISBN-13: 9781634258722
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Publisher: American Bar Association
Published:
Total Pages: 644
ISBN-13: 9781590317143
DOWNLOAD EBOOKAuthor: John William Butler
Publisher: Beard Books
Published: 2010-08
Total Pages: 350
ISBN-13: 1905773080
DOWNLOAD EBOOKA compendium of forty five articles on the restructuring process intended as a guide for corporate directors and officers.
Author: J. Haskell Murray
Publisher:
Published: 2011
Total Pages: 0
ISBN-13:
DOWNLOAD EBOOKThe current state of the law fails to provide clear guidance to directors of wholly owned, financially troubled ("WOFT") subsidiaries regarding to whom their fiduciary duties run. Directors of solvent wholly owned subsidiaries can act in the best interests of their parent corporation with little fear of liability because the parent corporation is the only party that can sue derivatively on behalf of the subsidiary corporation and is also the subsidiary's only shareholder. However, when a subsidiary corporation becomes insolvent, or in some jurisdictions merely becomes financially troubled, most courts grant the creditors of the subsidiary corporation standing to sue derivatively on behalf of the subsidiary for breaches of fiduciary duty. This grant of standing to creditors traps directors of WOFT subsidiaries between the proverbial Scylla and Charybdis. If directors of a subsidiary favor their parent corporation, the directors will risk facing a fiduciary duty lawsuit from the creditors. On the other hand, favoring creditor interests could open directors of a subsidiary to fiduciary duty-based lawsuits from the parent corporation or lead to prompt removal of the directors by the parent corporation. Outside of the wholly owned subsidiary context, this conflict between corporate stakeholders is of little practical importance, as directorial decisions are largely protected by the business judgment rule and exculpatory charter provisions. In the wholly owned subsidiary context, however, current law will often classify directors of WOFT subsidiaries as "interested directors" when dealing with their parent corporations. This classification strips directors of WOFT subsidiaries of their legal protections and leaves them vulnerable to creditor claims based on breaches of the fiduciary duty of loyalty. Accordingly, the current law encourages directors of WOFT subsidiaries to favor creditors. If directors of WOFT subsidiaries do begin to favor creditors and begin to challenge the instructions of their parent corporations, administrative costs will increase and wealth creation will decrease. Ultimately, owners of parent corporations may choose more flexible entity forms, such as limited liability companies, where the bounds of fiduciary duties can be better controlled. This Article argues that fiduciary duty law should not punish directors when they choose one of the subsidiary's legitimate constituencies, such as its parent corporation, over another constituency, such as its creditors. As a solution to theoretical and practical problems stemming from potential fiduciary duty lawsuits by creditors against directors of WOFT subsidiaries, this Article proposes extending business judgment rule or statutory protections to cover directors of WOFT subsidiaries who, in good faith, favor their parent corporations.
Author: Stephen A. Radin
Publisher:
Published: 2009
Total Pages: 5872
ISBN-13: 9780735589377
DOWNLOAD EBOOKThe new recently expanded "Sixth Edition" of "The Business Judgment Rule: Fiduciary Duties of Corporate Directors" explores the latest developments in the law in Delaware and all other jurisdictions that have addressed business judgment rule and related corporate governance issues, as well as the most recent cases exploring the breadth and limits of the business judgment rule. Meticulously researched and expertly analyzed by Stephen A. Radin, partner at Weil, Gotshal & Manges, LLP, and one of the most respected and experienced practitioners in the field, this highly regarded text is an invaluable research tool. The author seamlessly combines cases, statutory provisions and commentary to help you make sense of the constantly changing body of law, even as the courts struggle to adapt the rule in new contexts. "The Business Judgment Rule: Fiduciary Duties of Corporate Directors, " now recently updated and expanded from two to four volumes, provides the timely authoritative guidance you need. "The Business Judgment Rule, Sixth Edition" spotlights such vital areas as-- duty of care issues duty of loyalty issues disinterestedness and independence issues the emerging good faith doctrine oversight and the Caremark doctrine compensation stock option backdating controlling shareholder transactions special committees disclosure obligations appraisal financially troubled companies and the zone of insolvency defensive measures deal protection measures shareholder derivative litigation the pre-litigation demand requirement Section 220 demands indemnification of directors and officers "The Business Judgment Rule: " "Fiduciary Duties of Corporate Directors, Sixth Edition" is a powerful legal tool. It's the most complete, most current, most practical guide in the corporate governance arena available to working professionals today.
Author: Arthur Fleischer
Publisher: Aspen Publishers
Published: 1990
Total Pages: 850
ISBN-13:
DOWNLOAD EBOOKAuthor: Stuart C. Gilson
Publisher: John Wiley & Sons
Published: 2010-04-05
Total Pages: 852
ISBN-13: 0470503521
DOWNLOAD EBOOKAn updated look at how corporate restructuring really works Stuart Gilson is one of the leading corporate restructuring experts in the United States, teaching thousands of students and consulting with numerous companies. Now, in the second edition of this bestselling book, Gilson returns to present new insight into corporate restructuring. Through real-world case studies that involve some of the most prominent restructurings of the last ten years, and highlighting the increased role of hedge funds in distressed investing, you'll develop a better sense of the restructuring process and how it can truly create value. In addition to "classic" buyout and structuring case studies, this second edition includes coverage of Delphi, General Motors, the Finova Group and Warren Buffett, Kmart and Sears, Adelphia Communications, Seagate Technology, Dupont-Conoco, and even the Eurotunnel debt restructuring. Covers corporate bankruptcy reorganization, debt workouts, "vulture" investing, equity spin-offs, asset divestitures, and much more Addresses the effect of employee layoffs and corporate downsizing Examines how companies allocate value and when a corporation should "pull the trigger" From hedge funds to financial fraud to subprime busts, this second edition offers a rare look at some of the most innovative and controversial restructurings ever.
Author: Bo Xie
Publisher: Edward Elgar Publishing
Published: 2016-11-25
Total Pages: 328
ISBN-13: 1781007381
DOWNLOAD EBOOKComparative Insolvency Law argues that the most important development in contemporary insolvency law and practice is the shift towards a rescue culture rather than full creditor satisfaction. This book is the first to specifically examine the rise of the pre-pack approach, which permits debtor companies to formulate a clear pre-arranged exit before entering into formal insolvency proceedings.
Author: World Bank
Publisher: World Bank Publications
Published: 2019-11-21
Total Pages: 241
ISBN-13: 1464814414
DOWNLOAD EBOOKSeventeen in a series of annual reports comparing business regulation in 190 economies, Doing Business 2020 measures aspects of regulation affecting 10 areas of everyday business activity.
Author: Philip Hamburger
Publisher: University of Chicago Press
Published: 2014-05-27
Total Pages: 646
ISBN-13: 022611645X
DOWNLOAD EBOOK“Hamburger argues persuasively that America has overlaid its constitutional system with a form of governance that is both alien and dangerous.” —Law and Politics Book Review While the federal government traditionally could constrain liberty only through acts of Congress and the courts, the executive branch has increasingly come to control Americans through its own administrative rules and adjudication, thus raising disturbing questions about the effect of this sort of state power on American government and society. With Is Administrative Law Unlawful?, Philip Hamburger answers this question in the affirmative, offering a revisionist account of administrative law. Rather than accepting it as a novel power necessitated by modern society, he locates its origins in the medieval and early modern English tradition of royal prerogative. Then he traces resistance to administrative law from the Middle Ages to the present. Medieval parliaments periodically tried to confine the Crown to governing through regular law, but the most effective response was the seventeenth-century development of English constitutional law, which concluded that the government could rule only through the law of the land and the courts, not through administrative edicts. Although the US Constitution pursued this conclusion even more vigorously, administrative power reemerged in the Progressive and New Deal Eras. Since then, Hamburger argues, administrative law has returned American government and society to precisely the sort of consolidated or absolute power that the US Constitution—and constitutions in general—were designed to prevent. With a clear yet many-layered argument that draws on history, law, and legal thought, Is Administrative Law Unlawful? reveals administrative law to be not a benign, natural outgrowth of contemporary government but a pernicious—and profoundly unlawful—return to dangerous pre-constitutional absolutism.