Gordon Z. Novod

American Bankruptcy Institute’s New York City Bankruptcy Conference explored whether chapter 11 still works in an era of non-stop liability management transactions or exercises (LMEs), pre-negotiated restructuring support agreements (RSAs), debtor-in-possession financing ‘rollups,’ and overnight pre-packaged plans of reorganizations.

Gordon Z. Novod and Frank Griffin

S.D.N.Y. Bankruptcy Judge Michael E. Wiles's decision reexamined the breadth and scope of the Section 546(e) safe harbor provision in light of the Supreme Court’s 2018 decision in Merit Management, LP v. FTI Consulting, Inc. 

Gordon Z. Novod

Creditors of all sorts have come to rely on a baseline of rights and remedies to protect their interests from corporate malfeasance and mis­conduct. These protections include common law rights of actions for breaches of fiduciary duties, as well as statutory prohibitions on unlawful corporate dividends.

Olav A. Haazen

For litigants abroad, Title 28 Section 1782 of the U.S. Code may be used to obtain documents in the United States from a person or entity that resides or is found in the federal judicial district where the Section 1782 application is made. A recent Second Circuit decision suggests that the statute has a more expansive reach, beyond simply documents or persons residing within a particular district.

Olav A. Haazen

It may be subtle but European courts are fiercely fighting for a front-row seat, and are signaling to each other that they have little intention of giving up their spot. While European Union member states often publicly denounce ‘U.S.-style’ class actions as not fitting European ‘legal culture,’ behind the scenes they fight for even small victories that will allow them to emerge as the preferred forum for global mass claims litigation. 

Nadia Klein

The Australian courts have made great strides in the simplification of unnecessarily complicated reliance issues and, in the process, improved on the ‘fraud-on-the-market’ doctrine as it is applied in the United States. Unlike courts in the United States, Australia has trended towards the more principled approach of casting reliance aside altogether, rather than resorting to a presumption that each investor did rely on the fraudulent conduct.

Olav A. Haazen

The federal court of appeals in Manhattan (Second Circuit) recently affirmed a district court decision to exclude from the class all foreign investors from countries that are unlikely to recognize the court’s judgment or the court-approved settlement as the final resolution for all class members.

Olav A. Haazen

In a development that could have substantial benefits for international investors, state and federal courts in New York have issued a series of decisions that significantly facilitate the enforcement of foreign arbitration awards in New York.

Olav A. Haazen

In July of 2016 we wrote of the uncertainty surrounding ADRs and synthetic securities and the lower courts’ expansive readings of the prohibition on applying U.S. securities laws to ADRs traded in the United States in the wake of Morrison v. National Australia Bank, 561 U.S. 247 (2010). Some of that uncertainty is now fading for ADRs, as the courts appear to be settling on a bright-line rule that all ADRs sponsored by the issuer of the underlying foreign stock are within the scope of U.S. laws and regulations—even if the fate of unsponsored ADRs traded over-the-counter remains unclear.

Olav A. Haazen

Few U.S. court decisions have gained such notoriety as the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, 561 U.S. 247 (2010). In Morrison, the high court famously substituted its ‘transactional test’ for what was known as the ‘conduct and effects’ test—a close cousin to the internationally widely accepted lex loci delicti rule to determine the law governing fraud claims in cross-border situations on the basis of the place where the fraud was committed…

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Michael J. Barry and Adam J. Levitt

In November 2013, the United States Supreme Court agreed to hear a corporate defendant’s sweeping challenge to the fraud-on-the-market presumption of reliance in securities fraud cases. Reliance is a necessary element of a securities fraud claim…

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(first published in AAJ’s Class Action Litigation Groups Newsletter, Winter 2014)

Michael J. Barry and John C. Kairis

The Dodd-Frank Wall Street Reform and Consumer Protection Act is a massive piece of legislation that is over 2,300 pages long. It authorizes various regulatory bodies to conduct additional studies and to enact rules to implement the Act…
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Cynthia A. Calder

The ability of shareholders to require that the names of shareholder-nominated candidates for the board of directors be placed on the company’s proxy statement has long been considered the “holy grail” for shareholder activists…
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Michael J. Barry

On March 10, 2010, the Hon. Lee. H. Rosenthal, of the United States District Court for the Southern District of Texas issued her decision in a closely watched case relating to the procedural requirements imposed on shareholders who seek to introduce proposals under SEC Rule 14a-8…
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Cynthia A. Calder

Given the fact that the federal government had to bring the economy back from the brink of utter collapse less than two years ago, the investing public understandably expected to see significant changes to the compensation paid to executives…
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Jay W. Eisenhofer

Although Conrad Black will tell you that corporate governance is a form of terrorism, an increasing body of evidence suggests that enhanced governance equals enhanced performance…

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