Author Archives: Sabrina Hendershot

One of These Things is Not Like the Other: Student Bar Loan Distinguished from Traditionally Nondischargeable Student Loan Debt

Kaitlin E. Maloney  In a recent turn of events regarding the dischargeability of student loan debt, the United States Bankruptcy Court for the Eastern District of New York ruled that a law school graduate’s loan taken for the purpose of … Continue reading

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EZCorp Deems Entire Fairness Standard Appropriate When Controlling Shareholder Receives Non-Ratable Benefits

Helene Episcopo In the Court of Chancery’s recent opinion, In re EZCorp Inc. Consulting Agreement Derivative Litigation (“EZCorp”), the court grappled with the appropriate standard of review for business transactions between a controlled company and a controlling shareholder.  In this … Continue reading

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Puerto Rican Debt Crisis: A Proposal to Amend Federal Bankruptcy Law

Ashley B. DiLiberto Puerto Rico is deeply in debt, and this United States territory is in desperate need of help.  Puerto Rico owes approximately $72 billion to its creditors, and the financial avalanche is creating chaos in the lives of … Continue reading

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Affordable Care Act Creates Incentives for Small Businesses to Provide Health Benefits

Samantha Darrow Osborne Recently, the Affordable Care Act (“ACA”) has substantially increased individual penalties, which create an incentive for small businesses to partake in offering insurance to their employees.  In 2015, the penalty for failing to obtain health coverage was … Continue reading

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Considerations in Implementing Country-by-Country Reporting

John Brady Introduction On October 20, 2015, the Organization for Economic Co-operation and Development (“OECD”) released the final report on Base Erosion Profit Sharing (“BEPS”) rules to thwart aggressive transfer pricing strategies involving intercompany transactions used by companies to lower … Continue reading

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Delaware Supreme Court Finds Third-Party Advisor Liable for the Board’s Breach

Michael Laukaitis  The Delaware Supreme Court narrowly refined the Revlon analysis in RBC Capital Markets, LLC v. Jervis (“Rural Metro”).  The Court found that financial advisors aid and abet a director’s breach of fiduciary duties when they knowingly induce, advise, … Continue reading

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Fine-Tuning Revlon: The Consequence of Fair and Fully Informed Stockholder Votes

Nicholas D. Picollelli, Jr. In the context of strategic acquisitions, the Supreme Court of Delaware’s recent opinion in Corwin v. KKR Financial Holdings LLC challenges the validity of the Revlon doctrine as it applies to conflict-free mergers.  Revlon requires directors … Continue reading

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The U.S. Government and Corinthian Colleges, Inc.: Picking Winners and Losers

Christopher Kephart Thanks to a relatively obscure federal statute, with rules written during the Clinton administration regarding the discharge of federal student loans, taxpayers must be on alert and students receiving federal student aid need to pay attention.  The 2015 … Continue reading

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Director Independence Analysis Refined

Sabrina M. Hendershot In a rare reversal of a Court of Chancery decision, the Delaware Supreme Court revived a pension fund’s derivative complaint, holding that demand on the board would have been futile.  In Delaware County Employees Retirement Fund v. … Continue reading

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Bargaining Away Fiduciary Duty: Considering Partnership Agreements After Kinder Morgan

Donald Huddler The recent Dole and Kinder Morgan Court of Chancery opinions highlight the differing roles of fiduciary duties in corporations and limited partnerships.  The Dole shareholder litigation questioned the actions of corporate board members in considering an insider offer … Continue reading

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Chancery Court Issues Discretionary Remedy to Dole Shareholders in Fraud

Brandon Harper In an August 27, 2015 Chancery Court opinion, Vice Chancellor Laster awarded shareholders of Dole Food Company damages upwards of $148 million for CEO David Murdock’s and President and COO C. Michael Carter’s fraudulent violation of their fiduciary … Continue reading

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Amendments to DGCL Sections 204 and 205: Another Example of How Delaware Does Corporate Law Best

Jacob Fedechko The recent amendments to 8 Del. C. §§ 204, 205 are prime examples of how the Delaware legislature facilitates the development of corporate law by enhancing flexibility in corporate affairs. Sections 204 and 205 first became part of … Continue reading

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In El Paso the Court of Chancery Found that the Modification of Fiduciary Duties Does Not Grant carte blanche

Thibaut Lesure This decision comes as a reminder that even though a limited partnership agreement may eliminate, expand or limit its partners’ fiduciary duties through express and unambiguous language, the duty of good faith and fair dealing remains.  Indeed, under … Continue reading

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Proposed Financial Firm Tax

Brian J. King On January 17, 2015, President Obama, in a White House press release, proposed a “7 basis point fee,” or tax on the liabilities of financial institutions with assets over $50 billion (“Liability Tax”).  This tax is expected … Continue reading

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Direct Mktg. Ass’n v. Brohl: A Temporary Win for On-Line Retailers

Adam Young In a recent decision, Direct Mktg. Ass’n v. Brohl, the United States Supreme Court held that the Tax Injunction Act (“TIA”) does not bar out-of-state retailers from challenging Colorado’s notice and reporting requirements in federal court.  In 2010, … Continue reading

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Proposed Forum Selection Amendment Reinforces Boilermakers, Spells Waterworks for City of Providence and, As Always, Delaware Prevails

Kyle Wu In the beginning, there was New Jersey.  New Jersey dominated the corporate law world at the turn of the twentieth century and was able to boast that the state was home to most of the largest corporations in … Continue reading

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Miramar Police Officers’ Retirement Plan v. Murdoch: Not Bound By The Past

Justin Forcier On April 7, 2015, Chancellor Bouchard issued an opinion holding that a subsidiary corporation is not bound by a settlement agreement entered into by the parent corporation before the subsidiary was spun off.  In 2006, News Corporation (“Old … Continue reading

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The Corporate Law Background of the Necessary and Proper Clause: A Synopsis and Practical Effect

Candice I. Walker What exactly does the phrase “necessary and proper” mean as it pertains to Article I, Section 8 of the United States Constitution? Did the Framers intend for the doublet to be interpreted as a sort of “rhetorical … Continue reading

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Amendments to Delaware’s Public Benefit Corporation Statute

John Gentile In 2013, Delaware adopted legislation permitting the formation of “public benefit corporations.”  Delaware joined the growing number of states addressing the growing demands of business leaders, investors, social activists and others looking for an alternative to the business … Continue reading

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