Sometimes you come across a case so clean, so pure, with respect to first principles, it’s actually quite charming. So it is with Caribbean Sun Airlines v. Halevi International, decided this week by the Delaware Supreme Court.

Alan Boyer was hired as a financial advisor to Caribbean Sun Airlines and a related entity, and in that capacity, was given a significant amount of access to the premises. At some point, he offered to buy the whole company, and as part of the transaction, sought a loan from Halevi, to be taken out in Caribbean’s name. Except when he approached Halevi, he represented that he was president of the company and a significant shareholder. He forged some documents to that effect, though the paperwork he provided to Halevi contained significant inconsistencies. As part of the due diligence process, one of Halevi’s representatives accompanied Boyer for a site visit, where Boyer was treated respectfully by the employees and permitted to access the computers, but he refused to take the representative to see the airplanes.

Boyer then signed a loan agreement on behalf of Caribbean Sun, including a confession-of-judgment affidavit. Halevi wired the company about $4 million.

Meanwhile, the principals of…

This Bloomberg article about insurance disputes over “bump ups” caught my attention, so it’s another moment for me to step outside my (corporate) lane and pretend I know something about contracts (or insurance).

The issue is, lots of corporate managers have D&O coverage, and that coverage includes standard exclusions.  Like, D&O insurance won’t cover willful acts of misconduct, that kind of thing, but it will cover settlement of such claims.

And it also includes an exclusion for “bump up” claims.  That kind of claim is when the company sells itself to an acquirer, and the former shareholders sue alleging the consideration was inadequate.  If there’s a settlement – or I guess an adjudication that doesn’t fall into the willful category – for bumping up the consideration paid to shareholders in an acquisition, the insurer is not obligated to cover it.

That’s led to a lot of litigation over what kinds of settlements/claims are excluded, and what are not, and insurers come out on the short end of the stick.  For example, in Harman Int’l Indus. Inc. v. Ill. Nat’l Ins. Co., a Delaware Superior court held that Section 14 claims for a false proxy statement issued in connection…

Increasingly, it seems like not a day goes by without my reading some story in the financial press about the growth of and developments in private capital markets. For example, earlier this week, the WSJ ran a story about Goldman Sachs’ plans for a new “Capital Solutions Group,” an institutional development seemingly related to the surge of private credit markets. And the private company market is also hot! So, Professor Christina Sautter and I wrote a short paper called “Democratization of the Private Markets?” for Transactions: The Tennessee Journal of Business Law. In this paper, we explore the market for private company equity with a particular focus on closed-end funds (CEFs) like ARK Venture Fund and Destiny Tech100. It’s a piece related to Transactions’ yearly Connecting the Threads Symposium, which is always a fabulous event and one of my favorite conferences of the year!

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is pleased to announce its first annual Business and Tax Roundtable for Upcoming Professors (“BATRUP”). This in-person Roundtable will take place at UCLA from Friday evening June 13^th through Sunday June 15^th.  The program will feature commentary by invited senior scholars as well as an opportunity to meet fellow aspiring scholars while enjoying Los Angeles.  We warmly invite scholars preparing for the academic job market to participate.

Roundtable Purpose and Eligibility
The Roundtable is designed to offer mentorship and feedback to aspiring legal scholars who plan to pursue tenure-track positions at law schools. It is open to scholars who hold a JD, master’s degree, or PhD, who have not yet secured a tenure-track law faculty appointment, and who are not yet listed in this academic year’s Faculty Appointments Register. Selected authors must be able to attend the Roundtable in person at UCLA.

We welcome submissions on any topic within business law or tax law. Co-authored papers are eligible provided all authors meet the submission criteria. To ensure the Roundtable’s focus on evolving scholarship, we ask that submitted papers not be published or scheduled…

PLEASE TAKE NOTICE that Defendants-Below/Appellants Elon Musk, Robyn M. Denholm, Antonio J. Gracias, James Murdoch, Linda Johnson Rice, Brad W. Buss, and Ira Ehrenpreis, hereby appeal to the Supreme Court of the State of Delaware from (i) the December 13, 2024 Order and Final Judgment entered by the Honorable Kathaleen St. J. McCormick (the “Judgment”), (ii) the December 2, 2024 Opinion Awarding Attorney’s Fees and Denying Motion to Revise the Post-Trial Opinion (the “Ratification Opinion”), (iii) the January 30, 2024 Post-Trial Opinion (the “Post-Trial Opinion”), (iv) the