Void or cancellable? – Healing the Shortcomings of Delaware Law Actions v. Stephen Bigler and Seth Barrett Tillman, 63(4): 1109-1152 (August 2008) It is not uncommon for the stock records of a Delaware corporation to contain omissions or procedural irregularities that raise questions regarding the valid authorization of some of the outstanding shares. Faced with such irregularities, most corporate lawyers would likely attempt to remedy the deficiency through ratification by the board of directors and, if necessary, ratification by shareholders. However, in a number of landmark cases, the Delaware Supreme Court has considered the legal formalities for the issuance of shares as substantive conditions for the validity of the shares issued, and the court has held that failure to comply with these formalities invalidates the actions in question, i.e.: Not curable by ratification. Unfortunately, Delaware court decisions have not provided the certainty necessary for practitioners to decide whether a particular error in inventory issuance is a material defect that invalidates inventory levels or a purely technical defect that makes inventory levels voidable. This article analyzes the cases that have led to this ambiguity and suggests that Delaware courts apply the policy underlying Section 8 of the Delaware Uniform Commercial Code to validate actions in the hands of innocent buyers to determine whether the actions are invalid or objectionable. Opinion on the role of normal practice in preparing and understanding third-party legal opinions 63(4): 1277#151;1280 (août 2008) Assurance négative dans les offres de titres (revised 2008) Rapport du Sous-comité des avis sur le droit des valeurs mobilières, Comité sur la réglementation fédérale des valeurs mobilières, Section ABA du droit des affaires, 64(2): 395-410 (février 2009) Special report on the preparation of substantive consolidation opinions The Structured Finance Committee and the Bankruptcy and Corporate Reorganization Committee of The Association of the Bar of the City of New York, 64(2): 411-432 (février 2009) The Role of Lead Counsel in Syndicated Lending Transactions Reade H. Ryan, Jr., 64(3): 783-800 (May 2009) Lawyers and law firms have acted as lead counsel in syndicated loan transactions for many years, but without much direction, written or unwritten, regarding the duties and responsibilities of senior counsel. In this article, the author argues that he understands these duties and responsibilities based on his own experience and opinions. The author answers the following questions regarding the duties and responsibilities of senior counsel: The latter form of opinion is sometimes made available to the public, either because of public pressure (see, for example, Lord Goldsmith`s opinion on the war in Iraq, Yoo`s note) or because a general clarification of the law is needed (see, for example, the Yorke-Talbot opinion on slavery).

In the United States, several attorneys general give the attorney general`s opinions. Legal advice is often sought in cross-border transactions, particularly transactions involving the acquisition of companies, lending and securities transactions, and real estate purchase transactions. For example, if a transaction involves a Luxembourg entity, the lender may seek legal advice from a Luxembourg law firm to confirm (among other things) that the Luxembourg company is validly incorporated and registered and that the documents it receives have been duly signed and are binding and enforceable. The purpose of legal advice in a transaction is to provide an additional layer of assurance to the party receiving the notice. In U.S. lending transactions, it is common for the borrower`s advisor to give notice to the lender (but not vice versa). The borrower`s legal advice usually includes (among other things) statements that, in the opinion of the borrower`s lawyer, the loan documents are enforceable, the liens are enhanced, the loan documents do not conflict with other specified documents, and the borrower is authorized by the borrower`s board of directors to complete the transaction. The borrower himself usually makes similar assurances and guarantees in the loan documents, but the legal opinion offers confirmation from an additional source – the borrower`s lawyer. If the borrower`s lawyer gives legal advice to the lender, the lender has the right to rely on it even if the borrower`s lawyer does not represent the lender. The lender may also rely on the fact that, in addition to the work of the borrower`s lawyer, the borrower`s lawyer reviewed the loan documents and financial statements of the UCC, reviewed other documents specified in the statement, and conducted due diligence with respect to the borrower`s organizational documents and board resolutions. Late obtaining expertise, which requires the borrower`s lawyer to do additional work, is often problematic due to time constraints.

In addition, due diligence can sometimes uncover issues related to corporate or loan documents that need to be resolved before the notice can be issued and the transaction can be completed. For these reasons, it is preferable to agree on the scope of an opinion and complete the diligence of the opinion as early as possible in the transaction process. A legal opinion identifies the legal risks and issues that the recipient should address as part of the transaction. For example, a notice may identify certain documents that have not been properly applied and are therefore unenforceable. The beneficiary may use the points mentioned in the notice to carry out further investigations and, depending on the results of these investigations, decide whether other forms of protection (e.g. guarantees and compensation) are necessary. The decision describes the fundamental legal decision of the Court. In Plessy v. Ferguson, the Supreme Court upheld the constitutionality of the Louisiana General Assembly bill requiring segregated cars for white and non-white passengers, and struck down Plessy`s argument that such a law was unconstitutional on the basis of the Fourteenth Amendment`s equality clause. Lawyers can only give legal advice on the law of the States in which they are admitted. Accordingly, in some cases, such as where corporate borrowers are organized in more than one State or real estate guarantees are located in more than one State, additional opinions of local attorneys in those other States may be warranted.

These costs can add up quickly, so lenders and borrowers should consult with their lawyers and consider their respective arguments as to whether the added value of these assessments outweighs the costs. A legal opinion is a mandatory closing delivery for many financing transactions, but the nature and purpose of the legal advice is often misunderstood by non-lawyers involved in the transaction. Typically, lawyers representing the parties work directly with each other on the notice. Clients are usually involved early in the process when asked if an opinion should be required, or late in the process when problems arise. This article discusses the purpose and elements of legal advice, the types of problems that typically arise, and considerations about when legal advice should be required. A legal notice typically contains the following: A legal notice begins with the legend. The legend of the Plessy case before the Supreme Court is Plessy v. Ferguson. « Plessy » and « Ferguson » refer to the surnames of the parties or litigants.

In a criminal case, « United States » indicates that the lawsuit is brought before the federal government, and « State, » « Commonwealth, » or « the people » usually indicates the involvement of a particular state.