Bridgeport holdings liquidating trust v boyer
A., a construction company based in Athens, Greece which owned approximately 67% of TOUSA, Inc.'s stock at the time of the July 2007 transaction.
The purpose of a motion to dismiss is not to resolve disputed facts or decide the merits of a case. Count IV alleges breach of fiduciary duty by defendant Tommy Mc Aden, a member of the TOUSA, Inc.Other past matters include the representation of debtors and would-be debtors in retail, asbestos, telecommunications, healthcare, energy, financial services and airline Chapter 11 cases, and of creditors and other interested parties in bankruptcies and other distressed situations. Foreman is a restructuring lawyer, with considerable experience and expertise in financial restructuring and corporate bankruptcy, transactions (M&As, divestitures and major contracts) and corporate governance issues, and dispute resolution.He has extensive experience in the C-suite and boardroom, across the negotiation table and in court, as both a corporate transactional lawyer and business litigator. Hardiman is an experienced litigator, focusing on insurance coverage litigation and dispute resolution, with an emphasis on commercial general liability insurance, directors' and officers' (D&O) insurance, fiduciary liability insurance, errors and omissions (E&O) insurance, as well as property insurance issues. The Trust alleges that the independent directors breached their duty of loyalty when they approved Magnacca's appointment to the board of American Apparel, and then made him the point man to negotiate with Standard General with respect to the financing that allegedly led to Radio Shack's demise. First, why would Magnacca sacrifice his position as head of one of America's most "iconic" retailers in exchange for such paltry and illusory consideration? In return, Magnacca allegedly guided Radio Shack into an ill-fated recapitalization transaction with Standard General and away from other alternatives that would have brought more value to the company. The motions have much in common, and I will summarize each motion here: The Stengos Motion alleges that the Amended Complaint: (1) fails to state a claim for breach of duty against the Stengos directors; (2) fails to state a claim for aiding and abetting breaches of fiduciary duty against the Stengos directors; (3) fails to state a claim for aiding and abetting fiduciary duty breaches against Technical Olympic, S.
This single order addresses seven motions to dismiss by twenty defendants. Tex.2009) (simultaneously holding that fraudulent transfer occurred and finding defendants liable for aiding and abetting breaches of fiduciary duty in connection with the transfer because "[t]his [fraudulent] conduct is precisely what the law governing fiduciary duties is meant to deter").
But, where, as here, the directors are said to have breached their duty of loyalty, it is fair to ask why.
Second, why would the independent directors knowingly sacrifice the company so that Magnacca could achieve his personal agenda? One might say that it is not the plaintiff's job to explain the personal motivations of men and women; that the facts speak for themselves.
On the issues presented in these motions, there is no apparent substantial conflict between Delaware law and the laws of the other states of incorporation. exercise jurisdiction over this matter pursuant to 28 U. I further find that venue is proper under § 1409(a). Count III alleges breaches of fiduciary duty by directors, officers, and managers of the conveying subsidiaries.
The Committee follows the Defendants' approach in its omnibus opposition. § 1334(b) and find that this is a core proceeding under § 157(b)(2)(O). aided and abetted breaches of fiduciary duties by "substantially and knowingly participating in, inducing, encouraging, substantially assisting, and/or aiding or abetting the breaches of fiduciary duty" committed by directors, officers, and managers of the conveying subsidiaries.
On May 30, 2008, the United States Bankruptcy Court for the District of Delaware issued a memorandum opinion in which it refused to dismiss breach of fiduciary duty claims against corporate directors who approved the sale of a financially distressed company's assets on the eve of bankruptcy. The Court's opinion sheds light on directors' duties, and what they can and should do to protect themselves from liability, in such situations.