Social Media Ideas for Derivative Liability

Leveraging D&O Insurance for Shareholder Derivative Claims

When the Wrong Done to Your Company Is Yours to Fix: Illinois Derivative Lawsuits Explained

You find it by accident. A vendor mentions a company you have never heard of, and a week of digging shows that your co-owner has been routing the business’s best work through a sec...

Economic Risk of Loss and Conditional Deficit Restoration Obligations

Chief Counsel Advice Memorandum Number: 202628009, Office of Chief Counsel, Internal Revenue Service (Written: May 29, 2026, Redacted Version Released: July 10, 2026) The ma...

Working on Borrowed Time? The Risk-Reward Calculus of Recourse Notes for Equity

Drive bys

Direct/derivative.  I’ve previously blogged about how the direct/derivative distinction comes out when blockholders increase their position into hard control via nontraditional mea...

What’s in a Name? Successor Liability and Cal/OSHA Citations

As employers across California navigate an increasingly complex regulatory landscape, one issue keeps surfacing in California Division of Occupational Safety and Health (Cal/OSHA)...

The Impermeable Reach of Section 6672: Joint and Several Trust Fund Liability and the Demise of the Delegation Defense

United States v. Estate of Richard T. Cole, Jr., et al., United States District Court for the Eastern District of Michigan, (Case No. 22-cv-12916, May 15, 2026) For tax prof...

Mastering Derivatives: Shorting: Futures vs underlying

Short positions in the underlying can be carried over beyond a day through SLB mechanism

DGCL 144 is interpreted!

We have what I think is our first decision interpreting the new DGCL 144: Ayers v. Foley, from VC Will. This is a derivative action challenging a board’s award of compensation to i...

Die Subsidiärhaftung in der Arbeitnehmerüberlassung – Risiken erkennen und gezielt minimieren

Die Arbeitnehmerüberlassung ist ein unverzichtbares Instrument flexibler Personalplanung. Sie birgt jedoch ein erhebliches finanzielles Risiko: die Subsidiärhaftung des Entleihers...

Guilbeau v. Footprint Int’l Holdco, Inc.- Lessons From a Chancery Court Cramdown Financing Decision and Insights Into DG...

Step Index Deriv

SCOTUS Sides With Pension Fund in Withdrawal Liability Calculation Dispute

On May 21, 2026, the Supreme Court of the United States, resolving a circuit court split, ruled in favor of a multiemployer pension fund, finding that plan actuaries calculating wi...

As Creditors Lay Down their Arms, Liability Management Takes Off

Top firms are jockeying for talent in a practice primed for growth.       

Employer Liability in Outsourcing Arrangements: Allahabad High Court Defines the Limits of Criminal Prosecution

Introduction Allahabad High Court (Lucknow Bench) in Azim Premji v. State of U.P. Application U/S 3261 of 2017, decided on 29.05.2024, the criminal complaint proceedings along with...