Search for: "FIRST BANK OF DELAWARE"
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15 Jan 11:11 am
... favor of the trustee and found that the proposed borrowing did not satisfy the definition of Permitted Refinancing Indebtedness in the bank
credit agreement which was incorporated by reference in the subject indenture General Video Corp. v. Kertesz, et al ... Court of Chancery found the plaintiffs' claims factually and
legally baseless and ruled in favor of the defendants. First, as Delaware law does not require
written notice of resignation be given to the corporation, an unequivocal statement by ...
11 Sep 6:26 am
... any money from the bankruptcy. SemCrude was organized as a corporation in Delaware. Its principal bank accounts, from which it pays all producers and royalty owners, is located in Oklahoma. So the first issue the
bankruptcy court had to decide was ... interest in collateral is properly perfected, the court must apply the law of the state where the debtor was organized - in this case
Delaware. Section 9.301 contains an exception to that rule for "cash proceeds" from the sale of goods. For such cash ...
14 Jun, 2007 10:38 am
... likely true: Either no one has much confidence in the Delaware statute, after all, or non-Delaware (mostly New York) lawyers just won't ... yet) worth it to clients to make the change. My guess is that both are true. First, the force of the law: The Delaware law is only effective if it is not preempted by federal law ... might make
sense, although to the extent credit card receivables are "originated" by federally regulated banks (which I think is usually the case), I would be surprised if anyone believes
...
1 Oct, 2008 11:10 am
... Lamb orders Hexion to move forward with the actions necessary to complete the merger. This is the type of open-ended, affirmative relief that Delaware courts often resist giving. Even more strikingly, in paragraph 8, Vice Chancellor Lamb prohibits Hexion from ... consent or court approval to
terminate the deal. To my knowledge, this is unprecedented relief. Turning to the opinion, VC Lamb first holds that there was no MAE. This is
largely a fact-driven application of IBP and Frontier Oil; however, ...
2 Mar 4:39 am
... brought against an investment banking firm that rendered a fairness opinion to the board of a sellers subsidiary in connection with a merger transaction. The case appears to
be the first in which a court has extended the Delaware carve-out to ... out that it did not serve as
the financial adviser to the company in which the plaintiffs were shareholders. Instead, the bank was retained to render a fairness opinion to
the board of directors of that companys majority-owned subsidiary. Nevertheless, ...
19 Nov, 2008 1:19 pm
... covered a recent Delaware Chancery Court decision regarding the merger of Merrill Lynch and Bank
of America in his "Corporate & Commercial Litigation" Blog: In County of York Employees Retirement Plan v. Merrill Lynch & ... an amended complaint will relate back to the date
of the original complaint for purposes of determining if it was the "first-filed" complaint compared to a similar suit in another forum. In
Delaware, this is known as a "McWane analysis", after the Delaware Supreme Court ...
28 Jan 9:18 am
... Count I of the complaint alleged that the directors breached their duties of loyalty and care by abandoning the sale of the bank in order
to retain the benefits of incumbency, the trial court concluded that the Unocal standard did not apply because the ... why such allegations support a conflict. Officers Share Same
Fiduciary Duties as Directors Importantly, in this decision, the Delaware Supreme Court for the first
time explicitly holds, what has been implicitly stated previously and has been also ...
19 Sep, 2007 6:51 am
... buyers of charged-off debt to the same extent it benefits the national bank originating the loan. See Munoz v. Pipestone Fin., LLC, No.
04-4142 (JNE/SRN ... usurious interest on a debt it purchased. Munoz opened a credit card account with First USA Bank of Delaware (First USA) and eventually defaulted on about $7,500 of
debt. ... Pipestone continued charging Munoz the 11.99% interest rate established in the original First USA card member agreement. Although
state law prohibited Pipestone from charging ...
23 Jun 11:00 pm
... placed almost talismanic importance on the market for corporate control. They believed that when management, with all of its discretion (gratis of the Delaware courts) abused the discretion, the inefficiencies would be exorcised by a takeover. Another company would spot the ... found itself excessively
exposed to the subprime market. The bank should have failed but was instead rescued by a government bailout (with accompanying government
ownership). First, the story of RBS is unusual only in the ...
11 Jun, 2007 10:18 am
... first few posts to some flaws and gaps in the decision, which is the Delaware Supreme Court's
first substantive utterance on directors' duties to corporate creditors. Gheewalla-Palooza ... a firm is in distress (i.e., "insolvent" or its
"vicinity," whatever that means). See Credit Lyonnais Bank Nederland, N.V. v. Pathe Commc'ns Corp., No. 12150, ... ' right to sue directly,
under Tooley? Gheewalla's treatment of creditors suggests Delaware doesn't actually take its priority-duty model very seriously. 4. ...
22 May, 2007 2:10 am
... Chancery Court's decision in Credit Lyonnais Bank Nederland, N.V. v. Pathe Communications Corp., 1991 WL 277613 (Del. Ch. 1991), helped ...
duty against the directors. The Supreme Court's Zone Of Insolvency Analysis. The Delaware Supreme Court first rejected the creditor's argument that it should be permitted to bring a direct ... bankruptcy law, general commercial law and other sources of creditor
rights. Delaware courts have traditionally been reluctant to expand existing fiduciary duties. Accordingly ...
28 May 2:26 am
... faced a Senate appointment with such portentous consequence for the long term health of her state. Any resident of Delaware is aware that
the first state's status as America's incorporation Mecca generates nearly a third of the state's ... the corporate pantheon in jeopardy like
never before. The credit card industry, the incorporation franchise, and Delaware's prominence among bank holding companies are at stake. A parade of horribles already threaten to water down any benefits to incorporation in ...
22 Sep, 2008 5:00 pm
... and at length in the paper, Disloyalty Without Limits: 'Independent' Directors and the Elimination of the Duty of Loyalty, the Delaware
courts do not ensure that the procedural requirements are meaningful. Directors approving compensation are not necessarily independent (both ... firms, key Democratic lawmakers
including House Financial Services Committee Chairman Barney Frank and Senate Banking Committee Chairman Christopher Dodd say they want the bill to include curbs on what
executives can earn. ...
11 Nov, 2008 2:47 pm
... manner, several preliminary issues related to the recently announced merger of Merrill Lynch and Bank of America. The opinion is a treasure
trove of Delaware corporate law principles and practical corporate litigation tools that directly ... amended complaint will relate back to the
date of the original complaint for purposes of determining if it was the "first-filed" complaint compared to a similar suit in another forum.
In Delaware, this is known as a "McWane analysis", after the Delaware Supreme ...
16 Aug, 2007 1:58 am
... breach of fiduciary duty against directors of corporations that are insolvent or in the zone of insolvency. As discussed in an earlier post on the Gheewalla decision, the
Delaware Supreme Court opinion cited the lower court decision in Trenwick favorably, as well as the earlier Chancery Court ... nearly insolvent
corporations. Nearly sixteen years have passed since the Chancery Court's decision in Credit Lyonnais Bank Nederland, N.V. v. Pathe
Communications Corp., 1991 WL 277613 (Del. Ch. 1991), ...
12 Dec, 2008 3:54 pm
... future. One of the suits in which the famous Carl Icahn has an interest is styled: The Bank of New York Mellon and High River Limited
Partnership v. Realogy. ... seeking to block the takeover of First National Bank by PNC Financial
Services Group Inc. At least 10 lawsuits have been filed in Delaware and Ohio alleging ... deal was struck - breached their fiduciary duties in
arranging the sale. One lawsuit, in Delaware, claims that board members benefit from the deal more than shareholders. Another, filed ...
22 Aug, 2007 8:42 am
... you incorporate your startup company, two main decisions arise. First, what type of entity should your startup company be? Second, where
should you incorporate? Of the two ... Google 3D Mapping truck should be driving by my house anyday now), Delaware does not require director or
officer names to be listed in the formation documents. Thus ... if you are planning to work with an investment bank or venture capital fund,
you will likely have no choice but to become a Delaware entity. And for the five reasons ...
26 Oct 4:58 am
... increased the interest rate charged on credit card balances. Cicle v. Chase Bank USA, 583 F.3d 549, 2009 WL 3172157, *1 (8th Cir ... if
there is a hearing, we will pay any fees of the arbitrator and arbitration administrator for the first two days of that hearing." Id. The
agreement provided that all other fees would ... analysis that Missouri law applied, though the Bank argued that - in light of the choice of
law provision in the FAA-governed arbitration clause - Delaware law should apply. See Cicle, ...
6 Feb, 2007 4:18 pm
... Window Treatment's name and hired subcontractors, including Midland, to perform the work. Apparently Window Treatment owned only a bank
account through which the business's money was run. The business was unsuccessful. In March 1996 Window Treatment was declared inoperative ... the original stipulated judgment. The
result here is surely right but the case is noteworthy on two grounds. First, it is one of the few Delaware piercing cases to go through trial and one of only a handful to allow piercing. ...
5 Dec, 2007 3:48 am
... second noteworthy holding, the Chancellor ordered Maxim to produce documents in native file format, with original metadata. This is the first Delaware Chancery opinion to address native format and metadata issues. The Chancellor held that "metadata may
... (and do) boards use fairness opinions? - What are the implications of recent case law developments regarding investment banking conflicts, including the disclosure of fees
(Caremark) and discovery regarding material relationships (Orstman) - What ...
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