The IRS recently issued long-awaited proposed regulations under Section 457(f) of the Internal Revenue Code, which governs deferred compensation payable by tax-exempt organizations, including many hospitals, schools, colleges and charities. Section 457(f) applies to “ineligible” nonqualified Continue Reading
Chancery Addresses Limitations of the Power to Delegate Authority to Third Parties in a Delaware LLC
In a recent Memorandum Opinion in Obeid v. Hogan, C.A. No. 11900-VCL, the Delaware Court of Chancery addressed the delegation of litigation authority by limited liability company ("LLC") managers. Christopher S. La Mack, Dante A. Massaro, and the plaintiff, William T. Obeid, were the Continue Reading
What Is the Fair Value of a Stock? Delaware Court of Chancery Rejects the Transaction Price as the Most Reliable Measure
In two recent decisions out of the Delaware Court of Chancery – In re: Appraisal of DFC Global Corp., C.A. No. 10107-CB ("DFC Global") and In re: Appraisal of Dell Inc., C.A. No. 9322-VCL ("Dell") – Chancellor Bouchard and Vice Chancellor Laster, respectively, held that the Continue Reading
It’s Time. Pick up the Shield.
When the new EU-US Privacy Shield was adopted all the way back on the 12th of July, we were quoted in the media discussing the fact that formal legal challenges to it were inevitable. By the time the dust settled enough to issue our more comprehensive view here, it looked like such a challenge Continue Reading
Shield, Sword or Plough Ahead? Approval of New EU Privacy Shield Forces a Decision
When the European Court of Justice first invalidated the Safe Harbor we recommended here that, for most companies, staying the course by implementing general data security best practices was probably the right thing to do until the situation in the European Union stabilized. As of last week, that Continue Reading
Freedom of Contract in LLC Structure Is Not Absolute Where Parties Seek Bankruptcy Relief
In re Intervention Energy Holdings, LLC, Case No. 16-11247 (D. Del. June 3, 2016), the Bankruptcy Court for the District of Delaware dealt with the issue of whether a Delaware LLC lacked authority to file a Chapter 11 petition under the Bankruptcy Code because the limited liability company agreement Continue Reading
NLRB and Joint Employment – The Board Continues to Blur the Line Between Employers and Employment Agencies
Many organizations use temporary employment services to provide or supplement their workforce. Such arrangements allow an organization to focus on its core strengths and activities while maintaining access to workers as needed. Employees supplied through an agency can, in theory, reduce the legal Continue Reading
Additional Regulatory Hurdles for Private Equity Advisers
The private equity industry should carefully consider the implications of a recent Securities and Exchange Commission ("SEC") enforcement action. In it, the SEC, for the first time, sanctioned an SEC-registered private equity advisory firm for failing to register also with the SEC as a broker for Continue Reading
Delaware Supreme Court Defers to the Court of Chancery’s Fact-Finding and Witness Credibility Determinations
In a recent decision out of the Delaware Supreme Court—CDX Holdings, Inc. v. Fox, C.A. No. 526, 2015 (Del. June 6, 2016)—Justice Holland, writing for the majority, affirmed a Court of Chancery post-trial decision that found that a company’s board of directors failed to fairly value option holders’ Continue Reading
Food Product Recalls – Are You Covered?
Food and beverage recalls, regardless of the reason, continue to proliferate in the news cycle. At the end of May General Mills issued a recall of 10 million pounds of flour due to a potential link to an outbreak of E. coli that has sickened nearly 40 people in 20 states since December 2015. A few Continue Reading