Corporate law - a safe harbor proposal to define the limits of directors' fiduciary duty to creditors in the "vicinity of insolvency." (Case Note)

Article Abstract:

The court decided in Lyonnais v. Pathe that a director's fiduciary duties to creditors arise when the corporation is in the 'vicinity of insolvency,' but establishes no definition for this 'vicinity.' The use of a Z-score in determining when this vicinity is reached could ease the minds of both directors and creditors by establishing some standard. Z-scores have been proven indicators of financial status and would provide a safe harbor within which corporate directors could manage their duties to the board and the creditors.

Corporate directors, Debt financing (Corporations), Debt financing, Fiduciary duties

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UNCITRAL Model Law on cross-border insolvency: procedural approach to a substantive problem

Article Abstract:

The Working Group appointed by the United Nations Commission on International Trade Law issued the Model Law on Cross-Border Insolvencies. The Model Law seeks to leave the substantive bankruptcy law of each country adopting it intact while providing procedures that will ensure foreign businesses equal access to each country's substantive law. That the Model Law's virtues outweigh its defects should persuade the US and other countries to adopt it.

United States, International aspects, Bankruptcy law

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Presumptive business judgment, substantive good faith, litigation control: vindicating the socioeconomic meaning of Harhen v. Brown

Article Abstract:

The author discusses a series of cases in Massachusetts involving the power of a corporate committee or board to control frivolous litigation by minority shareholders. Topics include the extent of judicial oversight required, good faith, and business judgements.

Massachusetts, States, Minority stockholders

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