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Legal Updates for PE and VC Funds
VC Appointed Directors
A recent decision in a case (in which I was personally involved) has been handed down by a bankruptcy judge in the Northern District of Illinois (Eastern Division) in Telesphere Liquidating Trust, vs. Galesi. The decision turned out to be a resounding victory for Galesi, who had been a director of Telesphere Communications, Inc., and was the defendant in the instant action on the theory that he was the “controlling shareholder” of Telesphere and, therefore, owed a fiduciary duty to various parties. To prove Galesi's control, the plaintiff argued that Galesi dominated the board. I had been counsel to Galesi when he invested in Telesphere and was appointed to the board of directors in connection with his investment pursuant to a contractual right he bargained for. To illustrate the point of this article, I quote from two passages of the Judge's opinion:
“At the time he agreed to serve as a director of Telesphere, Bartlett required Galesi to enter into an agreement providing that in the event of an unresolved conflict between Bartlett's fiduciary duties to Telesphere and its shareholders on the one hand, and his fiduciary duty to Galesi on the other, Bartlett would resign from the board.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?