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Third Circuit Affirms Reversal of $275M Break-Up Fee in Del. Bankruptcy Case
The U.S. Court of Appeals for the Third Circuit on Sept. 13 upheld a Delaware Bankruptcy Court's decision to block a Florida-based energy company from collecting a $275 million merger termination fee against the bankruptcy estates of Energy Future Holdings Corp. and a subsidiary.
The precedential decision held that the lower court judge was correct to backtrack on an initial order allowing NextEra Energy Inc. to claim the break-up fee, finding that the judge had overlooked evidence crucial to the case. However, the ruling came over the objection of one appellate judge, who said the decision set a “troubling, if not dangerous” precedent.
The ruling stemmed from EFH's Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. Shortly after the company filed for bankruptcy protection, it agreed to sell its $18.7 billion stake in Oncor Electric Delivery Co., the largest electricity transmission and distribution system in Texas, to NextEra in a move that would have provided approximately $9.5 billion to its estate.
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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
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Legal Possession: What Does It Mean?
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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?