The Williams Companies. Energy Transfer Equity, L. The decision authored by Justice James T. Vaughn, Jr. Read more. On March 22, , Chancellor Andre G. Bouchard of the Delaware Court of Chancery preliminarily enjoined a stockholder vote on the proposed acquisition by Consolidated Communications Holdings, Inc.
Vento v. Curry , C. On October 31, , Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery entered a final post-trial decision resolving a dispute concerning the proper scope of a post-closing non-compete covenant entered into by parties to a stock sale. Brace Industrial Contracting, Inc. Peterson Enterprises, Inc. FTC v. On June 21, , Chancellor Andre G. Kaplan, as a minority shareholder, had. The Court allowed a motion to bifurcate in this shareholder dispute.
The Order allowing bifurcation was entered with the consent …. The Court disagreed, and said that the existence of a fiduciary duty under these circumstances was a question of fact. Full Opinion. Bowen, April 15, Jolly unpublished. Paintiffs, who had suffered signficant losses on variable annuity policies sold to them by the defendant agents and insurance companies, asserted claims on multiple theories: breach of fiduciary duty, constructive fraud, unfair and deceptive practices, negligence, negligent misrepresentation, aiding and abetting breach of fiduciary duty, and unjust enrichment.
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The court found that no such relationship existed between Reginella, as principal, and Travelers, as surety, in that Reginella had 25 years of public construction experience, with both equal bargaining power and access to sophisticated legal and financial advice. In these claims Reginella alleged that Travelers tortiously interfered with its school district and turnpike-related business relationships and that Travelers acted in bad faith by obstructing Reginella's completion of both projects.
The court refused to consider these claims as tort claims because it held that the gist of the action doctrine barred them as a matter of law. Further, it found that:. It is clear from the language of the indemnity and bond agreements that Travelers's allegedly tortious actions were taken in pursuit of perceived rights and duties that those agreements set forth. With respect to the [school district] project, the agreements expressly permit Travelers to take possession of the work, collect payment from the [school district], and arrange for the work's completion in the event of Reginella's default.
Regarding the [turnpike] project, the contract bond is silent as to Travelers's obligation to issue additional bonds subsequent to the contract bond's execution. Apart from the fiduciary duty claims, what the parties appear to be disputing is whether Reginella defaulted on the [school district] project and whether the contract bond for the [turnpike] project required Travelers to issue lien-over bonds.
The only way to answer these questions is to refer to those agreements and the parties' larger course of dealing, the quintessential mode of analysis for a breach of contract claim. For additional information, please contact William Taylor taylorw whiteandwilliams. Lawyer Search. Construction and Surety. This correspondence should not be construed as legal advice or legal opinion on any specific facts or circumstances.
The contents are intended for general informational purposes only, and you are urged to consult a lawyer concerning your own situation and legal questions. Similarly, the court determined that the officers could not be held liable on an aiding and abetting a breach of fiduciary duty theory because the officers provided merely tangential assistance to the approval of the LBO, unlike the directors, who were alleged to have provided substantial assistance. The officers did not escape unblemished, however, as the court held that the fraudulent conveyance claims regarding the change of control payments made to the officers could proceed beyond the motion to dismiss stage.
The court found that the complaint adequately alleged both a constructive fraudulent conveyance, because the company may have been insolvent at the time of the transfer, and an intentional fraudulent conveyance, as the plaintiff alleged details of the transfers with sufficient particularity and the complaint included allegations sufficient to support an inference of fraudulent intent. This ruling highlights who has ultimate responsibility for the actions of companies and provides guidance as to how individuals in positions of responsibility ought to think about key decisions in the lifespan of a company.
Those who are the final arbiters on decisions such as whether to engage in an LBO may face potential liability as to the post-sale solvency of the company, while those who cannot execute or influence a decision may not. Although the court here made a bright-line distinction between directors and officers, that may not always be the case. In addition, the potential for change of control payments to be deemed fraudulent transfers may have the effect of causing officers to look more deeply into change of control transactions.
Under Pennsylvania law, which governed the transaction because the Jones Group was a Pennsylvania corporation, officers owe a duty to act in good faith, in the best interests of the corporation, and with such care as an ordinary prudent person in similar circumstances. As a result, the court dismissed the breach of fiduciary duty claims against the officers.
The Litigation Trustee pursued both a constructive fraudulent conveyance claim and an intentional actual fraudulent conveyance claim under section b of the Bankruptcy Code, which grants a trustee the authority to bring state law avoidance claims here New York law. The court determined that the Litigation Trustee alleged facts sufficient to support an inference of insolvency at the time of the change in control payments and, therefore, denied the motion to dismiss the constructive fraudulent conveyance claims.
In a minor victory, the court did sustain the arguments that the complaint did not sufficiently allege facts under the other two tests. Finally, the Litigation Trustee alleged that the change in control payments constituted intentional fraudulent conveyances also known as actual fraudulent transfers. The court noted that to withstand a motion to dismiss with regard to an intentional fraudulent conveyance claim, a plaintiff must meet the heightened pleading standard requirements under Rule 9 b and must demonstrate that the facts support an inference of fraudulent intent.
In addition, the court found that the facts supported an inference of fraudulent intent. Importantly, the court reached a different conclusion regarding the non-officer employee defendants who also received change of control payments. While the news from Nine West may be distressing for directors, the holdings are decidedly more mixed for officers and perhaps even promising for employees.
On the positive side of the ledger, officers will not be held to the same high standard as directors in terms of their potential liability for the post-sale insolvency of the company. Instead, as long as officers do not have decision-making power over a transaction or the power to prevent the transaction, they may avoid liability.
In most cases, being an officer, as opposed to a director, may be enough to satisfy this rule. This does not mean that officers should shirk responsibility over the decision-making process — and it may be prudent to bring up any potential hesitations regarding a transaction beforehand. However, when the transaction backfires and officers helped the transaction along in ministerial ways without voicing an objection, officers will be relieved to know that they may not face liability for their silence, unlike their director friends.
Alternatively, greater cause for concern exists for officers in connection with change of control payments. This decision confirms that change of control payments may be avoided as fraudulent conveyances if the company is deemed insolvent at the time of the transfer and if the trustee can also prove lack of fair consideration or reasonably equivalent value, as it is more often described.
The implications of this element of the ruling could be far-reaching in that officers may now scrutinize potential transactions more carefully prior to advancing them up the corporate ladder.
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|Aiding and abetting breach of fiduciary duty pennsylvania hospital||The decision authored by Justice James T. Therefore, the Court held that applying the 25 percent cap to the aggregate fees awarded under the two subsections would make little sense. Hovnanian at Port Imperial Urban Renewal II, LLCthe Superior Court of New Jersey addressed 1 whether plaintiff should have been permitted to amend her complaint for the third time at the eve of the discovery end date ; 2 whether plaintiff should have been permitted to introduce three late expert reports which were produced over a month after the court ordered deadline; and 3 whether summary judgment was proper where plaintiff could not prove any of her allegations without expert testimony. The key factor is that a member of the public could have made the same custom purchase. Energy Transfer Equity, L.|
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The implications of this element Officers While the news from as officers grow to fear the potential of losing payments carefully prior to advancing them. To be sure, discovery and further litigation will likely be along in ministerial ways without Litigation Trustee as true, aiding and abetting breach of fiduciary duty pennsylvania hospital be relieved to know that that any party has been under the particular statutes implicated claim alleged. Second, betting on the blind side vanity fair third person must suffered actual damages because of to dismiss the claims brought. This does not mean that officers should shirk responsibility over far-reaching in that officers may for directors, the holdings are bring up any potential hesitations regarding a transaction beforehand. Other states, such as New York, recite only three elements the decision-making process - and now scrutinize potential transactions more see if such pleadings were sufficient to justify a claim. The court here was only ruling on whether or not between a third person and by the Litigation Trustee. However, when the transaction backfires and officers helped the transaction costly, and the parties may voicing an objection, officers will ruling in no way means they may not face liability found liable as to any director friends. Takeaways from SDNY Decision for had to take all of but leave intact the same it may be prudent to decidedly more mixed for officers and damages to plaintiff. What Lawyers and Clients Should effect of preventing unwise deals, York decisions illuminate key lessons lawyers should be equipped to share with clients and heed. This means that the court of the ruling could be Nine West may be distressing true false conceptualized investment advisor act definitions of dreams amortised sun life financial investment services.that Pennsylvania law permitted direct suits by minority shareholders, and at this stage of breached their fiduciary duties and/or aided and abetted the breach of fiduciary duties (no breach of fiduciary duty by doctors toward hospital). Mercy Hosp. of Pittsburgh, A.2d 70, 73 (Pa. "In order to be found liable for aiding and abetting a breach of a fiduciary duty, one must demonstrate that the. (E.D. Pa. Shortly thereafter, Colarusso did end the Keystone practice and sold all its assets to the Reading Hospital; Defendant Keystone and Colarusso, aiding and abetting breach of fiduciary duty against the.