Legal News

When owners file bankruptcy or projects otherwise go south, lien priority often comes to the forefront.  The idea is relatively simple.  Priority is how courts determine which creditors get paid first.  This often pits lenders against M&M lien claimants.  For lenders, their liens typically arise when they record their deeds of trust....By: Gray Reed

Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic....By: Gray Reed

The Delaware Chancery Court in The Anschutz Corporation et. al. v. Brown Robin Capital, LLC ruled against dismissing several of Buyer’s claims in a dispute involving the $106 million acquisition of OnRamp Access, LLC (“Target”) by LightEdge Holdings, LLC (“Buyer”)....By: Gray Reed

The definition earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA have always been important and highly negotiated pieces of credit agreements and M&A transactions....By: Gray Reed

In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members holding a minority equity interest (the “Minority Members”) in Skye Mineral Partners, LLC (“SMP”) and the manager who the Minority Members appointed to SMP’s board of managers (the “Minority Manager”) of their fiduciary duty of loyalty to SMP and its members. ...By: Gray Reed

Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly and unambiguously waived by the LLC’s operating agreement....By: Gray Reed

In Chalker Energy Partners III, LLC v. Le Norman Operating LLC, the Texas Supreme Court analyzed an email exchange between the sellers’ agent and a bidder to determine if a contract had been formed.  Chalker involved 18 sellers, including Chalker Energy Partners III, LLC (“Chalker”) as the sellers’ designated agent handling the auction and sale process for 70 oil and gas leases in the Texas Panhandle worth over $300 million (the “Assets”)....By: Gray Reed

In June 2019, David Dunwoody (“Dunwoody”) left his position as President of EnVen Energy Corporation (“EnVen”) amidst a scandal centering around his alleged involvement in a kickback scheme.  Dunwoody sued EnVen, the oil exploration company that he co-founded in 2014, in Texas state court to demand that EnVen honor the benefits package that Dunwoody was entitled to upon termination of his employment agreement for “good reason.”...By: Gray Reed

On June 1, the Delaware Chancery Court (the “Court”) in Morrison v. Berry  allowed an aiding and abetting breach of fiduciary claim to proceed against financial advisor J.P. Morgan Securities, LLC (“JPMorgan”) for its role in the 2016 merger/takeover of grocery store chain The Fresh Market, Inc. (“Fresh Market”) by a group of Apollo entities (“Apollo”), while dismissing aiding and abetting claims against Fresh Market’s law firm and Apollo....By: Gray Reed

COVID-19 is now interrupting and, in some instances, cancelling contracts across the country.  While the situation is highly fluid, these business disruptions appear likely to continue and perhaps even worsen in the immediate future....By: Gray Reed & McGraw