Individuals, estates, and trusts that paid significant amounts of the 3.8% net investment income tax or the 0.9% additional Medicare tax in 2016 or later years should consider filing protective claims for refund of those taxes that may become available subject to the outcome of litigation pending Continue Reading
Under Merger Agreement, “All Amounts Outstanding” Did Not Include Debt Forgiveness
The Delaware Court of Chancery—in RoundPoint Mortgage Servicing Corporation, et al. v. Freedom Mortgage Corporation, et al. 07/22/2020, CA No. 2020-0161-SG—addressed a situation whereby the parties’ dispute ultimately boiled down to 11 words in Section 7.02(f) of the parties’ merger agreement: “and Continue Reading
Majority Shareholders Must Adhere to MFW Process or Risk the Benefit of the Business Judgment Rule
In HomeFed Corp. S’Holder Litig., C.A. No. 2019-0592-AGB (Del. Ch. July 13, 2020), Bouchard, C., the Delaware Court of Chancery denied the defendants’ bid to dismiss shareholders’ claims for breach of fiduciary duties, which arose out of a majority shareholder’s purchase of the remaining shares of Continue Reading
Definitions Matter: Indirect Equity Holder of Delaware LLC not Bound by ROFR
In this case, the Delaware Supreme Court—in Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., Del. Supr., No. 68, 2020 (May 22, 2020)—addressed whether a minority shareholder in the parent company of another entity that owned a minority stake in LLC was subject to that Continue Reading
Valuing COVID-19 Business Interruption Loss: Considering Post-Event Economic Activity
Coronavirus has turned the world topsy-turvy. Lockdowns compel the citizenry to stay home, require stores to close, prohibit gyms from opening, and so forth. The world we live in today is unlike any in our experience. American businesses have suffered enormous losses. The governmental orders that Continue Reading
How COVID-19 Has Impacted Broadway Productions
Matthew Windman writes about how the New York theater community has been left to grapple with challenging legal issues relating to governmental directives, contracts, insurance coverage, refunds, presenting live and prerecorded content on the Internet, and what health and safety measures will be Continue Reading
Applying Insurance Coverage to Vandalism, Fires and Theft
There is good news for businesses damaged during the riots — insurance may cover your losses. During the days and weeks following the death of George Floyd at the hands of Minneapolis police officers, protests erupted in every state across the country. Although most of these protests remained Continue Reading
Coronavirus and Your D&O Policies
While the world took a “we’re all in this together” approach in the early days of the COVID-19 crisis, the prolonged economic and human impacts are driving some investors to sue. Claims that a company could have done more, earlier, or better in dealing with COVID-19 are likely to increase. Board Continue Reading
The Show Must Go On: Legal Issues Affecting Broadway Amid COVID-19
Matthew Windman writes about legal issues affecting the Broadway theater industry as a result of COVID-19 shutdowns, including insurance coverage, contract duties and defenses, union jurisdiction, the duty to provide refunds for cancelled performances, copyright infringement, health and safety Continue Reading
Court: COVID-19 Is a Natural Disaster
The Pennsylvania Supreme Court has issued an opinion that provides helpful language policyholders and their counsel will likely cite in support of arguments for insurance covering business interruption losses related to the COVID-19 pandemic. In Friends of DeVito, et al. v. Tom Wolf, Governor, et Continue Reading