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Overview:

Breach of fiduciary duty lawsuits have been continuously penetrating the business litigation landscape. With claims ranging from theft and self-dealing to usurpation of corporate opportunity, cases can involve partners, shareholders, or creditors.

As legal developments and changes continue to reshape the landscape, the complexities and challenges faced by companies and practitioners are also expected to increase. It is, therefore, of paramount importance that lawyers keep themselves abreast of the litigating fiduciary duty issues in order to devise and implement strategies aimed at obtaining the best results for their clients.

In this LIVE Webcast, seasoned commercial litigators Mian Wang (Greenberg Traurig LLP) and Matthew Catalano (Seyfarth Shaw LLP) will present an in-depth analysis of the current litigation trends surrounding fiduciary duty claims. Speakers will also discuss notable court rulings and will offer effective strategies in bringing out the best in these lawsuits considering the recent legal developments.

Some of the major topics that will be covered in this course are:

  • Fiduciary Duty Litigation – Recent Trends and Developments
  • Notable Court Rulings
  • Crucial Issues
  • Effective Litigation Tips and Strategies
  • What Lies Ahead

Credit:

Course Level:

Intermediate

 

Advance Preparation:

Print and review course materials

 

Method of Presentation:

On-demand Webcast (CLE)

 

Prerequisite:

General knowledge of corporate law

 

Course Code:

148919

 

NY Category of CLE Credit:

Areas of Professional Practice

 

Total Credit:

1.0 CLE


CLE State Requirements:

https://knowledgewebcasts.com/cle-state-requirements/

Speaker Panel:

Mian R. Wang, Attorney
Greenberg Traurig LLP

Mian Wang is an associate in the Litigation Practice at Greenberg Traurig, LLP. She represents public and private corporations, financial institutions, and individuals before state and federal courts. She has deep experience litigating adversary proceedings and contested matters in bankruptcy courts, as well as defending claims for breach of fiduciary duty, breach of contract, and unfair or deceptive business practices. Prior to joining the firm, Mian served as a law clerk for the Honorable Alvin W. Thompson in the U.S. District Court for the District of Connecticut. Mian received her S.B. and S.M. from the Massachusetts Institute of Technology, and her J.D. from Cornell Law School.

Matthew Catalano, Attorney
Seyfarth Shaw LLP

Matt Catalano is a litigation associate in the New York office of Seyfarth Shaw LLP, where he represents companies, directors, and officers in complex securities litigations, government investigations, and commercial disputes in federal and state court. Before joining Seyfarth, Matt was a litigation associate in the New York office of an international law firm. Matt obtained his J.D. from Harvard Law School and his B.A. from the University of Pennsylvania.

Agenda:

Mian R. Wang, Attorney

Greenberg Traurig LLP

Fiduciary Duties in the Context of Insolvency or Imminent Insolvency

  • Overview of D&O’s Fiduciary Duties
    • Duty of Care
    • Duty of Loyalty
    • Duty of Good Faith*
  • To Whom Do D&Os Owe Fiduciary Duties?
    • Solvent Corporations à Duties to Shareholders
    • Corporations Approaching Insolvency à Duties to Shareholders
    • Actual Insolvency à Duties to Creditors and Shareholders
      • Creditors have derivative claims on behalf of the corporation for directors’ and officers’ breaches of fiduciary duties
      • Directors of insolvent corporations need not shut down an insolvent firm and marshal its assets for distribution; they may continue to operate the corporation if they believe in their business judgment that it is the best course for the corporation’s all residual claimants
  • Insolvency Test
    • Balance-Sheet (whether the value of assets exceed liabilities)
    • Cash Flow (whether there is sufficient cash flow to meet financial obligations as they become due)
  • Defenses
    • Business Judgment Rule
      • Rebuttable presumption if alleging self-interest
    • Exculpation Clause for Breach of Fiduciary Duty of Care
    • Evidentiary Defenses
      • Good corporate governance practices
        • Disclosure of conflict of interest
          • City of Fort Myers Gen. Employees’ Pension Fund v. Haley, No. 368, 2019, 2020 WL 3529586 (Del. June 30, 2020)
        • Recusal
        • Documentation of processes

Date & Time:

Thursday, October 15, 2020

12:00 pm to 1:00 pm (ET)

Materials:

Download Course Materials

Who Should Attend:

  • Business Lawyers
  • Corporate Lawyers
  • Litigators
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SPEAKERS

Mian R. WangAttorney
Greenberg Traurig LLP
Matthew CatalanoAttorney
Seyfarth Shaw LLP

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