Arina Shulga
Part I: Family and Friends Round of Financing: How to Secure Financing and Comply with Securities Laws

Typically, the first people that start-up founders turn to for financing are their friends and family. Of course, most friends and family members are not going to worry about valuations, projections, business strategies. They invest because of their...

Gary Larkin
Chamber, SEC May Sow the Seeds for Corporate Governance Compromise

For those of you who spend a great deal of time preparing the myriad of filings for regulators and/or board meetings there were two news events worth noting last week. The U.S. Chamber of Commerce called for new corporate governance standards that...

Francis G.X. Pileggi
Delaware Supreme Court Affirms Use of Poison Pill to Reject Attempt to Gain Control of Barnes & Noble

On March 3, 2011, the Delaware Supreme Court issued a one-page decision affirming Vice Chancellor Strine's decision in Yucaipa American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), dismissing claims of breach of...

Gary Larkin
Q&A With Ron Berenbeim – Linking Corruption and Human Rights

When boards and management discuss corruption, it's usually in the prism of the Foreign Corrupt Practices Act (FCPA) or some other ethics-related law such as the recent United Kingdom Bribery Act. However, the United Nations is trying to change...

Francis G.X. Pileggi
Delaware Court of Chancery Declines to Dissolve LP and Declines to Appoint Receiver of Failing Investment Fund

Steven Mizel Roth IRA v. Laurus U.S. Fund, L.P ., C.A. 5566-VCN (Del. Ch. Feb. 25, 2011), read opinion here . This Court of Chancery opinion rejected a request to dissolve a limited partnership and refused to appoint a receiver in the context of an...

Kevin M. LaCroix
Does D&O Insurance Cover Fee Awards to Derivative Plaintiffs?

A frequent component of derivative litigation resolution is an award to the plaintiffs of the fees and expenses the plaintiffs incurred in pursuing the suit. A contentious, recurring question is whether D&O insurance covers fee awards to derivative...