When the Company Is Insolvent, Who Is the Board Selling For? CIBC Bank USA v. Barker
Delaware creditors of an insolvent company get no veto over a board chasing a price that clears the preferred liquidation preference. CIBC v. Barker, explained.
Delaware creditors of an insolvent company get no veto over a board chasing a price that clears the preferred liquidation preference. CIBC v. Barker, explained.
A small final-paycheck miss can trigger penalties measured by daily wages, not the shortfall. How waiting-time penalty math works, what ‘willful’ means, and how to limit exposure.
A Florida company gets a Rule 45 records subpoena and finds nothing responsive. Why ‘no records’ still needs a sworn answer, and how to deliver it in one email.
Florida’s CHOICE Act gives buyers mandatory injunctions on key-employee noncompetes — and a seven-day notice rule that ordinary closing mechanics violate by default.
A Florida company’s out-of-state remote 1099 may be an employee no matter what the contract says. ABC tests, treble damages, and the structures that survive.
When a founder sells and signs an at-will employment agreement, the severance months are the wrong fight. Cause, Good Reason, metrics, non-competes, and IP carry the risk.
Chancery enforced a term sheet’s good-faith negotiation covenant but denied expectation damages, awarding reliance damages instead. What that means for LOI drafting.
Accrued vacation is a wage in California and several other states, and a forfeiture clause won’t save you. How Florida differs and how to draft a PTO policy that holds up.
Why a Delaware startup’s majority stockholder can elect a new director by written consent without the investor’s signature, and where the investor’s designee still must sign.
Since 2020 a Delaware PBC conversion is an ordinary § 242 charter amendment. Here are the mechanics, the consents that actually gate it, and what Drakes Landing changed.