Mark E Felger

December 09, 2015 | Delaware Business Court Insider

In Stanziale v. MILK072011 (In re Golden Guernsey Dairy LLC), Adv. Pro. No. 14-50953 (KG) (Bankr. D. Del. Sept. 21, 2015), U.S. Bankruptcy Judge Kevin Gross of the District of Delaware held that a Chapter 7 trustee stated a cause of action for breach of fiduciary duty against the parent company and manager of a debtor for causing the debtor to violate a state Worker Adjustment and Retraining Notification (WARN) Act statute and thereby incur liability. Gross rejected the defendants' arguments that the trustee lacked standing since the debtor suffered no harm because it was already insolvent prior to the WARN Act violations and that the trustee was actually suing on behalf of the general unsecured creditors of the debtor who themselves lacked standing to maintain derivative claims against the debtor.

By Barry M. Klayman and Mark E. Felger

6 minute read

December 09, 2015 | Delaware Business Court Insider

In Stanziale v. MILK072011 (In re Golden Guernsey Dairy LLC), Adv. Pro. No. 14-50953 (KG) (Bankr. D. Del. Sept. 21, 2015), U.S. Bankruptcy Judge Kevin Gross of the District of Delaware held that a Chapter 7 trustee stated a cause of action for breach of fiduciary duty against the parent company and manager of a debtor for causing the debtor to violate a state Worker Adjustment and Retraining Notification (WARN) Act statute and thereby incur liability. Gross rejected the defendants' arguments that the trustee lacked standing since the debtor suffered no harm because it was already insolvent prior to the WARN Act violations and that the trustee was actually suing on behalf of the general unsecured creditors of the debtor who themselves lacked standing to maintain derivative claims against the debtor.

By Barry M. Klayman and Mark E. Felger

6 minute read

November 11, 2015 | Delaware Business Court Insider

Vice Chancellor Donald F. Parsons Jr. recently held in Genelux v. Roeder (In re Genelux), C.A. No. 10042-VCP (Del. Ch. Oct. 22, 2015), that Section 205 of the Delaware General Corporation Law, 8 Del. C. Section 205, does not permit a corporation to petition the Delaware Court of Chancery to declare invalid any corporate act or stock. It is instructive to see how Parsons reached this conclusion, a self-described "exercise of statutory interpretation."

By Barry M. Klayman and Mark E. Felger

5 minute read

November 11, 2015 | Delaware Business Court Insider

Vice Chancellor Donald F. Parsons Jr. recently held in Genelux v. Roeder (In re Genelux), C.A. No. 10042-VCP (Del. Ch. Oct. 22, 2015), that Section 205 of the Delaware General Corporation Law, 8 Del. C. Section 205, does not permit a corporation to petition the Delaware Court of Chancery to declare invalid any corporate act or stock. It is instructive to see how Parsons reached this conclusion, a self-described "exercise of statutory interpretation."

By Barry M. Klayman and Mark E. Felger

5 minute read

October 14, 2015 | Delaware Business Court Insider

The recent decision by Vice Chancellor Donald F. Parsons Jr. garnered much attention for his finding that the plaintiffs' conduct was "prejudicial to the administration of justice" and had undermined the integrity of the proceedings.

By Barry M. Klayman and Mark E. Felger

7 minute read

October 14, 2015 | Delaware Business Court Insider

The recent decision by Vice Chancellor Donald F. Parsons Jr. garnered much attention for his finding that the plaintiffs' conduct was "prejudicial to the administration of justice" and had undermined the integrity of the proceedings.

By Barry M. Klayman and Mark E. Felger

7 minute read

September 09, 2015 | Delaware Business Court Insider

Do the advancement rights of directors and officers have priority over the rights of creditors to the assets of a limited liability company in receivership?

By Barry M. Klayman and Mark E. Felger

6 minute read

September 09, 2015 | Delaware Business Court Insider

Do the advancement rights of directors and officers have priority over the rights of creditors to the assets of a limited liability company in receivership?

By Barry M. Klayman and Mark E. Felger

6 minute read

August 12, 2015 | Delaware Business Court Insider

A forum selection clause in an agreement provides that the parties "irrevocably consent to exclusive jurisdiction and venue of the state and federal courts in the state of Delaware."

By Barry M. Klayman and Mark E. Felger

5 minute read

August 12, 2015 | Delaware Business Court Insider

A forum selection clause in an agreement provides that the parties "irrevocably consent to exclusive jurisdiction and venue of the state and federal courts in the state of Delaware."

By Barry M. Klayman and Mark E. Felger

5 minute read