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Corporate Governance and Fiduciary Duties - Part 1

Part 1 - Evan Hill discusses corporate governance and fiduciary duties, focusing on their application in both normal and distressed corporate situations. He explains that directors and officers must act in the best interests of the corporation, adhering to the duties of care and loyalty, and the related duties of good faith and candor. Courts review these duties using the business judgment rule, enhanced scrutiny, or entire fairness standards. Hill highlights key cases like Smith vs. Van Gorkom and Caremark, emphasizing the importance of informed decision-making, expert advice, and disclosure of conflicts. He also covers strategies for reducing review standards, such as forming independent committees and obtaining informed stockholder approval.

Tags:
Keywords:

corporate governance, fiduciary duties, duty of care, duty of loyalty, duty of good faith, duty of candor, business judgment rule, enhanced scrutiny, entire fairness standard, Smith v. Van Gorkom, Walt Disney derivative litigation, Caremark

Duration:

18 minutes 10 seconds

Evan Hill’s restructuring experience spans a wide variety of industries, including health care, energy, financial services, retail, gaming, shipping and media. In addition, Mr. Hill has experience representing corporate clients, private equity sponsors and investment banks in connection with public and private mergers and acquisitions, recapitalizations and equity investments. He also regularly advises corporate clients and investors in structuring complex securitization transactions and bankruptcy-remote investment vehicles. Mr. Hill is an active member of several industry and charitable organizations. For example, he has served as a member of the board of directors and in other leadership positions of the New York City Chapter of the Turnaround Management Association (TMA). He also is a member of the American Bankruptcy Institute (ABI) and the New York City Bar Association, where he serves on the Bankruptcy and Corporate Reorganization Committee, the Structured Finance Committee and formerly as secretary and treasurer of the Legal History Committee. Mr. Hill also is a member of the leadership of Young Catholic Renewal, a group of professionals in the corporate restructuring industry aged 40 and under who are committed to providing charitable assistance to those in need. In recognition of his work, Mr. Hill was named one of Turnarounds & Workouts’ Outstanding Young Restructuring Lawyers in 2024. He also has been honored by Chambers USA, by Best Lawyers in America and as one of Lawdragon’s 500 Leading Global Bankruptcy & Restructuring Lawyers, in addition to being named one of the ABI’s 40 Under 40 Emerging Leaders in Insolvency Practice and the winner of the TMA’s Emerging Leader Award. In addition, he was selected as the recipient of the Lawyers Alliance for New York’s Cornerstone Award in recognition of his distinguished pro bono service to nonprofit organizations. Mr. Hill also frequently writes and speaks on issues pertaining to financial distress and restructuring. Additionally, Mr. Hill actively represents a variety of pro bono clients, with a focus on nonprofit organizations. He has advised dozens of nonprofit organizations in all aspects of corporate governance, commercial transactions and mergers and acquisitions. Mr. Hill also is a member of the Law Firm Anti-Racism Alliance Banking Working Group, which is tasked with examining the practices of banking and financial institutions to determine how best to address elements of the industry that perpetuate racial inequity.

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