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Navigating Litigation Conflicts in Troubled Corporations
When a corporation finds itself in troubled financial waters, litigation by shareholders and creditors alike often follows. Increasingly, such litigation takes the form of a class action suit commenced against the company, followed closely by a derivative action against the directors and officers. In the context of derivative claims, a thorough understanding of both the duties of a corporation's officers and directors and to whom such duties are owed, is paramount. These dynamics, however, give rise to conflicts of interest that may pose significant ethical challenges for the attorneys representing the various parties.
Duties of Officers and Directors of Solvent Corporations
Under Delaware law, in the case of a solvent corporation, the duty of corporate directors is to maximize corporate value for the company's shareholders. To that end, corporate directors owe the corporation fiduciary duties of both care and loyalty. The duty of care mandates that directors be diligent in making decisions and in overseeing the corporation. Thus, for example, approval by directors of unreasonably high salaries to corporate officers in some circumstances may constitute a waste of corporate assets and thereby constitute a violation of the directors' duty of care. The duty of loyalty generally requires a director refrain from placing his or her own personal interests above the interests of the corporation. Accordingly, the duty of loyalty prohibits directors from unduly usurping corporate opportunities, competing with the corporation, and similar acts.
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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?