Fiduciary Duties
Presented by Jeff Marwill
Fiduciary duties include the duty of care and the duty of loyalty, which are mandated by Delaware statute.
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Fiduciary Duties
Jeff Marwell, a senior principal at Ocean Boulevard, discussed fiduciary duties of Delaware corporation and LLC directors, emphasizing the duties of care and loyalty. He explained the business judgment rule, which protects informed, good-faith decisions, and the entire fairness standard, which applies when directors lack independence or act in bad faith. Marwell highlighted the importance of independent directors and special committees in decision-making to avoid conflicts of interest. He also addressed the standing of creditors to assert breach of fiduciary duty claims, noting conflicting Delaware court rulings on this issue. A hypothetical case illustrated the application of these principles in a Chapter 11 bankruptcy context.
Duration:
35 minutes 57 seconds
Bio :
Jeff J. Marwil is the founder of a strategic advisor to Ocean Boulevard Strategic Advisors in Chicago, where he provides initial assessments of distressed situations for borrowers, sophisticated financial advisory services to boards and management, independent fiduciary and corporate governance services, and investment banking services in collaboration with SC&H Group. He previously was a partner with Proskauer and has held lead roles in some of the highest-profile chapter 11 bankruptcy cases in America. Mr. Marwil has nearly 40 years of experience with AmLaw 50 companies leading workouts, corporate restructurings and large chapter 11 cases. He has provided strategic advice to companies in distress and solved challenging legal and business issues. Mr. Marwil is focused on applying his corporate restructuring and bankruptcy experience to a different platform, while continuing to work on complex corporate restructurings, workouts and chapter 11 cases. He has served as lead counsel for debtors, official committees and trustees in some of the largest cases in America, including Energy Future Holdings Corp., the Official Committee of Unsecured Creditors of Caesars Entertainment Operating Co. Inc. and ITT Educational Services Inc. Mr. Marwil is a former ABI Board member and a member of the Turnaround Management Association. He received his B.A. in economics from the University of Michigan in 1983 and his J.D. from DePaul University College of Law in 1986, where he was a member of its law review.
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