Corporate Update

  • New York Law Journal | Analysis

    Why Can't I Pursue My Fraudulent Transfer Action After the Debtor Files Bankruptcy (and Other Interesting Tidbits)

    By James H. Millar | September 29, 2021

    Why can't a creditor pursue its state law fraudulent transfer rights against a non-debtor? As we will see, the underlying reasoning for this proposition is subject to some disagreement, and can lead to some interesting questions.

  • New York Law Journal | Analysis

    Board Structure Is Key to Oversight

    By David A. Katz and Laura A. McIntosh | September 22, 2021

    In this edition of their Corporate Governance column, David A. Katz and Laura A. McIntosh write that boards of directors should thoughtfully review their board committee structures to determine if there is sufficient management oversight of mission-critical company and industry risks and, where appropriate, consider reallocating responsibilities among various board committees, with corresponding updates to committee charters.

  • New York Law Journal | Analysis

    Myth and Reality: The Paradox Behind the New Proxy Activism

    By John C. Coffee Jr. | September 15, 2021

    Engine No. 1's victory was possibly the biggest upset since David beat Goliath, but it was a perplexing victory that is still not well understood. More importantly, whether its success can be replicated by others involves questions that have not been carefully analyzed.

  • New York Law Journal | Analysis

    May I Work From Home? Accommodating Those COVID-19 Requests

    By Philip M. Berkowitz | September 8, 2021

    Lawyers representing management need to understand how best to advise clients on how to respond to requests from employees to be exempted from these policies.

  • New York Law Journal | Analysis

    Remission Accomplished: How FIFA Victims Scored a Big Win

    By Evan T. Barr | September 1, 2021

    Lawyers for FIFA and the other entities took advantage of an obscure bureaucratic mechanism, called a petition for remission, to secure this enormous recovery. Practitioners representing victims in financial fraud cases should take note of this outcome, and familiarize themselves with the remission process.

  • New York Law Journal | Analysis

    Fifth Circuit Sends Clear Message That Bankruptcy Sales Are Final

    By Corinne Ball | August 25, 2021

    In this edition of her Distress Mergers and Acquisitions column, Corinne Ball discusses a Fifth Circuit decision that highlights the nearly insurmountable barrier that statutory mootness poses to meaningful appellate review of approved bankruptcy sales and emphasizes the strong bankruptcy policy of ensuring finality of sales.

  • New York Law Journal | Analysis

    Transaction 'Integration': 'GSS Holdings (Liberty) v. United States'

    By Elliot Pisem and David E. Kahen | August 18, 2021

    In this edition of their Taxation column, Elliot Pisem and David E. Kahen discuss 'GSS Holdings (Liberty) v. United States', a recent decision of the Court of Federal Claims that discusses (1) the scope of what is sometimes referred to as the 'Danielson' rule, and (2) substance over form and transaction integration principles in the context of multiple payments that were ultimately integrated for tax purposes by the court into a single transaction.

  • New York Law Journal | Analysis

    Issues for New York Employers With Remote Workers Outside the State

    By Frances Kulka Browne and Alanna G. Morgan | August 11, 2021

    In assessing the feasibility of permitting employees to work from out-of-state locations, employers customarily assess business and tax issues. However, they should also consider terms and conditions of employment, anti-discrimination and leave laws, and employee separations.

  • New York Law Journal

    Virtual Currencies (and Other Digital Assets) Under the UCC

    By Barbara M. Goodstein | August 4, 2021

    In this edition of her Secured Transactions column, Barbara M. Goodstein examines the scope of UCC Article 9 with a focus on virtual currencies, taking into consideration issues of classification and perfection, but also how the Uniform Commercial Code and Emerging Technologies Committee is attempting to tackle these unsettled issues by modifying existing provisions and, in some cases, adding new ones.

  • New York Law Journal | Analysis

    EESG Activism After ExxonMobil

    By David A. Katz and Laura A. McIntosh | July 21, 2021

    In this edition of their Corporate Governance column, David A. Katz and Laura A. McIntosh discuss the high-profile ExxonMobil shareholder vote in May that sent shock waves through many of corporate America's boardrooms. The ExxonMobil example reflects the recent increase in shareholder support for EESG-related proposals, and it demonstrates the risks and dynamics at play in the current environment.

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