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Bridgeport holdings inc liquidating trust d boyer

(ET) Hearing Date and Time: February 15, 2011 at p.m. 621 of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on February 15, 2011 at p.m. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion must be in writing, shall conform to the Bankruptcy Rules and the Local Rules, and shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Court’s case filing system (the User’s Manual for the Electronic Case Filing System can be found at uscourts.gov, the official website for the Bankruptcy Court) and, by all other parties in interest, on a 3.5 inch disk, in text-searchable Portable Document Format (PDF), Wordperfect or any other Windows-based word processing format (in either case, with a hard-copy delivered directly to Chambers), and shall be served upon (a) the Debtors and their counsel, (b) the Office of the United States Trustee for the Southern District of New York, (c) counsel to the official committee of unsecured creditors, (d) counsel to DISH Network Corporation, (e) counsel to the ad hoc committee of Senior Noteholders, (f) the Internal Revenue Service, (g) the Securities and Exchange Commission, and (h) the parties in interest who have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002, so as to be actually received no later than February 7, 2011 at p.m. Only those responses that are timely filed, served and received will be considered at the Hearing. Hawkins KIRKLAND & ELLIS LLP 300 North La Salle Drive Chicago, Illinois 60654 Telephone: Facsimile: Counsel to the Debtors and Debtors in Possession (312) 862-2000 (312) 862-2200 K&E 18331113 Objection Deadline: February 7, 2011 at p.m.

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Plaintiff CML asserted the following derivative claims against the present and former members of… Since late 2008, when the banking crisis hit, a total of fifty seven Georgia banks have… 6, 2006), in which the Delaware Supreme Court "clarified its position on whether "good faith" is a separate stand-alone duty, in the same way as loyalty and due care are." There the court stated – First, although… It is common for causes of action such as breach of fiduciary duty, corporate waste, deepening insolvency (where it exists), and similar claims to… You can review that post for lengthy excerpts from the opinion in Insight Technology, Inc. While the focus of the Blog is on Bankruptcy law and cases, there is also a significant overlap with corporate and fiduciary litigation cases and commentary. In a prior post, I noted that the Georgia Court of Appeals had recognized a cause of action for aiding and abetting breach of fiduciary duty. Obviously, these cases are important to corporate litigation lawyers in other states, including Georgia. This is not a bankruptcy case, but it will be applicable in many large bankruptcy cases involving allegations of fraud by shareholders or investors. In the last week, since the Delaware Supreme Court’s opinion in North American Catholic Educational Programming Foundation, Inc. Gheewalla, several lawyers and scholars have posted discussion about the case and holding: Bob Eisenbach, Esq. While this issue may not arise often, it is important as many corporations are governed by Delaware law, and other states follow Delaware law. Continue Reading Francis Pileggi has written a summary of the key Delaware Chancery Court and Supreme Court cases of 2007. K&E 18308551.14 11 Reverse Break-Up Fee Investment Agreement § 6.02(e) If there is a Reverse Break Fee Termination, Investor shall pay to the Company a fee of $25 million (the “Reverse Break-Up Fee”).

Investor shall not, and shall cause each of its Related Persons not to, bring any cause of action (other than for a willful and material breach of the Investment Agreement by the Company) against or otherwise seek remedies from, the Company or any Company Affiliate or any of their respective Related Persons or any counterparty to an Alternative Transaction or any of such counterparty's Affiliates or its other their Related Persons (other than for payment of the applicable Break-Up Fee when payable hereunder), whether at equity or in law, for breach of contract, in tort or otherwise, in the event that the Investment Agreement is terminated for any reason in accordance with Section 6.01(a)(iv), and any claim, right or cause of action by Investor or any other person against the Company, any Company Subsidiary, their Affiliates or its of their respective Related Persons in excess of the applicable Break-Up Fee is hereby fully waived, released and forever discharged.

Duty of care violations more closely resemble causes of action for deepening insolvency because the alleged injury in both is the result of… Bob Eisenbach refers to a new article by his colleagues in the Bankruptcy & Restructuring group at Cooley Godward Kronish LLP, Michael Klein and Ronald Sussman.

Continue Reading I have written about the waning popularity of deepening insolvency (and here) as a cause of action.

Specific Performance Investment Agreement § 7.09 The Parties hereto hereby agree that irreparable damage would occur in the event that any provision of the Investment Agreement was not performed in accordance with its specific terms or was otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages.

When used herein, a “Reverse Break Fee Termination” means a termination (i) by either Party pursuant to Section 6.01(a)(v) if at the time of such termination (1) all of the conditions set forth in Sections 5.01 and 5.02 (other than those conditions that by their nature or their terms are to be satisfied only at the Closing and the conditions set forth in Section 5.01(c), Section 5.01(d) and Section 5.02(c)) have been satisfied or waived in writing as of such termination, (2) those conditions set forth in Sections 5.01 and 5.02 that by their nature or their terms are to be satisfied only at the Closing (not including, for the avoidance of doubt, those set forth in Section 5.01(c), Section 5.01(d) and Section 5.02(c)) would have been satisfied had the Closing taken place on such termination date, and (3) any of the conditions set forth in Section 5.01(c), Section 5.01(d) or Section 5.02(c) have neither been satisfied nor waived in writing; or (ii) by the Company pursuant to Section 6.01(a)(iii) if at the time of such termination (1) all of the conditions set forth in Sections 5.01 and 5.02 (other than those conditions that by their nature or their terms are to be satisfied only at the Closing ) and (2) those conditions set forth in Sections 5.01 and 5.02 that by their nature or their terms are to be satisfied only at the Closing would have been satisfied had the Closing taken place on such termination date, except in each case as the failure of a condition results from the material breach by Investor pursuant to which the Company is terminating the Investment Agreement.

1 The debtors in these chapter 11 cases, together with the last four digits of each debtor’s federal tax identification number, are: DBSD North America, Inc. (4288); DBSD Satellite Management, LLC (3242); DBSD Satellite North America Limited (6400); DBSD Satellite Services G. (0437); DBSD Satellite Services Limited (8189); DBSD Services Limited (0168); New DBSD Satellite Services G. K&E 18331113 PLEASE TAKE FURTHER NOTICE that a hearing (the “Hearing”) on the Motion will be held before the Honorable Robert E. Hawkins KIRKLAND & ELLIS LLP 300 North La Salle Drive Chicago, Illinois 60654 Telephone: Facsimile: Counsel to the Debtors and Debtors in Possession (312) 862-2000 (312) 862-2200 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: DBSD NORTH AMERICA, INC., et al.,1 Debtors. 09-13061 (REG) ) ) ) Jointly Administered DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING THE INVESTMENT AGREEMENT 1 The debtors in these chapter 11 cases, together with the last four digits of each debtor’s federal tax identification number, are: DBSD North America, Inc. (4288); DBSD Satellite Management, LLC (3242); DBSD Satellite North America Limited (6400); DBSD Satellite Services G. (0437); DBSD Satellite Services Limited (8189); DBSD Services Limited (0168); New DBSD Satellite Services G. K&E 18308551.14 TABLE OF CONTENTS Table of Authorities ........................................................................................................................