Civil Law

Del. Supreme Court: Fraudulent Transfer Claim Not a “Securities Claim”

Public company D&O insurance policies provide entity coverage (that is, insurance for the benefit of the insured organization) only for “Securities Claims.” But what is a “Securities Claim”? That is the question that Delaware’s courts have grappled with in a long-running dispute between the telecommunications company Verizon and its insurers.

The Delaware Superior Court had held in the ongoing dispute that a litigation trustee’s state law fraudulent transfer claims against Verizon were derivative claims and therefore qualified as a Securities … Read the rest

Civil Law

Prepared Liquidation – Pre-Pack Sales Under Polish Bankruptcy Law

Amid the current market uncertainties, distressed asset sales are likely to rise. International investors are looking for efficient solutions, preferably ones that reflect solutions in their home jurisdictions. One popular mechanism is the use of pre-pack sales.  A pre-pack sale manages the adverse impact of insolvency proceedings on the distressed company’s business, while reducing the time and cost of such proceedings, and offering greater asset realisation to be distributed among creditors.

Under Polish law, a prepared liquidation, or a “pre-pack”, … Read the rest

Civil Law

US court says no distinction between managerial and non-managerial duties of directors

On 31 August 2023 the Supreme Court of Maryland held (overruling a previous decision) that there is no distinction between the ‘managerial’ and ‘non-managerial’ duties of directors of a Maryland corporation and said that the “sole source of the duties of the director is found in section 2-401.1 of the Maryland General Corporation Law (MGCL) which places the powers of the corporation in the hands of the directors.

The case involved a preliminary dispute regarding the framing of the causes of action … Read the rest

Civil Law

Business and Human Rights – could the UK adopt mandatory human rights due diligence?

On 28 November 2023, Baroness Young of Hornsey introduced the Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill (the “Bill”) to the House of Lords.  If passed, the Bill would introduce mandatory human rights and environmental due diligence (“HREDD”) into UK law.

The description of “reasonable” HREDD set out in the Bill is consistent with the standards set out in the UN Guiding Principles and existing and draft legislation in other jurisdictions (including … Read the rest

Civil Law

COP28 Insights Mini-Series – Part 1

This mini Q&A series will follow COP28, providing you with a quick and easy way to stay informed as the discussion evolves. Our coverage will highlight significant and recent developments from a legal perspective, allowing you to assess the impact of these on your business. 

In this video, Tim Baines (Environmental partner, London, and founding member of Mayer Brown’s Global ESG Steering Group) sits down with Oliver Williams (Banking & Finance associate, London, and Editor of Mayer Brown’s Eye on … Read the rest

Civil Law

Does an Umpire Have Immunity From Suit? Is an Appraisal an Arbitration in North Carolina?

The greater the appraisal award is, the greater frequency that the insurance company will flip out and blame somebody or something for causing a large appraisal award. This is the situation in a North Carolina case where the insurance company has sued the umpire.  

In response, the umpire has claimed he cannot be sued because he has immunity as an arbitrator. The umpire, Lewis O’Leary, is very experienced in appraisals. He was noted in “How Late Can Late Notice of … Read the rest

Civil Law

Important Changes to NY’s Health Care Proxy Law

As of November 2023, having a valid health care proxy became easier for New Yorkers. A health care proxy allows a competent adult to appoint an agent to make health care choices for them if they lose the ability to make those decisions for themselves. Two adults who are not appointed in the document must witness the signing of the health care proxy for it to be valid.[1]

The use of remote witnessing with audio-visual technology was permitted during the … Read the rest

Civil Law

Will Delaware’s Embrace of an “ESG Agenda” Cause Corporations to Flee?

By now, readers are well aware that ESG has become a politically divisive issue. In a series of variations on this theme, two conservative legal commentators, writing in a Wall Street Journal op-ed column, argue that ESG is a trojan horse for progressive political objectives that, if Delaware’s courts continue their current course, could cost the state its privileged position as the preferred jurisdiction for corporate organization. The November 25, 2023 Journal op-ed, which was written by former U.S. Attorney … Read the rest