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The 'Zone of Insolvency'
Directors and officers of a corporation are fiduciaries to the corporation and its shareholders, and are generally required to exercise the duties of care and loyalty with every corporate action. Delaware courts have long led the development of the parameters of these duties, which arise from statutes and vary from state to state.
The Duty of Care
In carrying out day-to-day duties, directors and officers must exercise the care and skill of a prudent person in similar circumstances. While they are not charged with having a requisite level of business acumen, they are required to inform themselves of all information reasonably available before making a business decision, including seeking the advice of professionals or experts. Directors and officers are entitled to rely on information, opinions and reports prepared by attorneys, accountants or other experts, so long as the professional relied upon was selected with care.
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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.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?
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.