BLT: December 2016

A New Look At Fraudulent Transfer Liability In High Risk Transactions

Feature Articles

A New Look At Fraudulent Transfer Liability In High Risk Transactions

Recent cases (most importantly, a 2016 circuit-splitting decision by the Seventh Circuit) may signal that the pendulum is swinging away from the historical difficulty in recovering constructive fraudulent transfers in connection with failed LBOs and leveraged recaps; as well as raising ethical, discovery, and dischargeability issues in connection with “actual intent” fraudulent transfers. This article explores these cases and the history and policy considerations that led to them.

Business Law Section’s Corporate Laws Committee is publishing this month the first complete revision to the Model Business Corporation Act since 1984. Dozens of members from Corporate Laws have worked on this seminal book and it is considered one of the most respected books published by the ABA.

The Antitrust Division of the Department of Justice and the Federal Trade Commission recently announced a policy shift in their enforcement priorities related to agreements among competing employers. Specifically, the agencies expressed the DOJ’s intent to criminally prosecute employers and individuals who enter into naked wage-fixing or no-poaching agreements with other employers. As a result of this announcement, all companies that compete for employees should review their compliance programs.

In Grand Acquisition, LLC v. Passco Indian Springs DST, the Delaware Court of Chancery was presented with a rare opportunity to address the contractual freedom granted to parties under the DSTA. This article discusses the policy of maximum freedom of contract shared by the DSTA, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act. It also examines the Court of Chancery’s decision in Grand Acquisition and provides several key takeaways.

After more than 30 years of service as a jurist in the Delaware Judiciary, Justice Henry duPont Ridgely is a walking library of Delaware business law decisions. During his tenure on the Supreme Court of Delaware, he participated in more than 700 published opinions. During his leadership of the Delaware Superior Court, Delaware was first recognized by the U.S. Chamber of Commerce as first among the 50 states for the fairness and reasonableness of its litigation environment. Delaware is still number one today. Now he is Senior Counsel at DLA Piper in Wilmington, Delaware, and a Business Law Advisor to the Business Law Section.

In this issue of “Inside Business Law,” we provide links to register for several upcoming stand-alone committee meetings that will be held in January as well as the Section Spring Meeting that will be held in New Orleans in April.



The September issue of Business Law Today will feature topics and advice for business lawyers such as smart contracts, what structured negotiation can offer business attorneys, shareholder activism, and more.

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Business Law Section Annual Meeting
September 14-16, 2017
Chicago, IL

Miscellaneous IT Related Legal News (MIRLN) 6 - 26 August 2017 (v20.12)

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