- News & Publications
- Canadian Court Relies on Expert Opinion From Partner James Gadsden in Interpreting Indenture Language
Canadian Court Relies on Expert Opinion From Partner James Gadsden in Interpreting Indenture Language
Relying on an expert opinion submitted by partner James Gadsden on the interpretation of an indenture governed by New York law, claims asserted against former officers and directors of Lightstream Resources Inc. in the Court of Queen’s Bench of Alberta were dismissed in Reasons for Decision issued on August 27, 2019 by Justice Hollins of that court (Mudrick Capital Management LP v. Wright, 2019 ABQB 662). The plaintiffs were investors who held unsecured notes issued by Lightstream Resources Inc. Other noteholders entered into a private exchange offer whereby they exchanged their unsecured notes for secured notes in a discounted principal amount. Lightstream subsequently became subject to an insolvency proceedings and the investments of the unsecured noteholders were lost. The plaintiffs asserted claims under Canadian law for oppression and misrepresentation against the officers and directors by reason of the failure of Lightstream to permit the plaintiff to participate in the exchange. Mr. Gadsden’s report addressed the claim the transaction was oppressive by demonstrating that the exchange transaction was permitted by restrictive covenants in the Indenture. The only claim to survive was a claim against one defendant who was alleged to have made misrepresentations to the plaintiffs concerning their ability to participate in the exchange transaction. Mr. Gadsden, a former Chair of the Committee on Trust Indentures and Indenture Trustees of the American Bar Association’s Section of Business Law, and the author of the chapter on Corporate Trust Opinions in the Legal Opinions in Business Transactions treatise published by Practicing Law Institute, has frequently acted as an expert in matters involving indentures for debt securities.
On September 27th, Carter Ledyard client Global SC Finance VI SRL completed a $155,000,000 secured term loan financing with various lenders.
In collaboration with Safe Passage Project Inc., Carter Ledyard will work pro-bono to help ensure that no minors appear in U.S. Immigration Court to face removal proceedings without an attorney.
Designed to showcase those in the New York Metropolitan area exhibiting excellence in the practice of law, thirty five Carter Ledyard attorneys were named to this year's list.
Writing for the New York Law Journal, partner Steve Kass outlines a 15-point plan for the next U.S. Administration to help curb the calamity of the climate crisis through both climate mitigation and adaptation.
Carter Ledyard successfully obtained dismissal of all federal claims brought against merchant cash advance client Capital Stack, LLC, in a federal court action asserting several causes of action.
M. Dunn & M. Erwin stress executive and boardroom awareness and oversight of cybersecurity risk mitigation, outline several best practices for officers and directors, and summarize recent legal and regulatory developments.
Aaron Cahn explains the importance of the U.S. Bankruptcy Code as a resource for businesses in financial distress, but cites various cases of the denial of that resource being available to cannabis-related ones.
Surrogate Nora Anderson rejected an attempt to dismiss the Petition of our client Radio Drama Network, to invalidate testamentary instruments that deprived it of a $100 million bequest from its founder Himan Brown.
Our new blog delivers news and commentary on the unique issues facing the nonprofit sector. For more information, and to subscribe, visit teobulletin.com.
Known as the “Tombs Angel,” Ms. Foster was a volunteer in the court’s criminal justice system who devoted much of her adult life to serving imprisoned New Yorkers.
Our 2018 Year in Review highlights the cutting-edge work of our clients and the ways we helped them succeed.
The NY Supreme Court dismissed all claims against Carter Ledyard clients Fox Capital Group Inc., and Commonwealth Merchant Advance Inc.
The women lawyers of Carter Ledyard hosted a lively evening at the Center for Book Arts featuring filmmaker and visual artist Zeva Oelbaum and author, photographer, and collector Dr. Alice Kandell.
As the the cannabis industry continues to grow, investment interest is unmistakable. Alex Malyshev identifies precautionary signs that may help investors' awareness of Risk Factors in various disclosure documents.
Karen's article identifies portability as a useful estate planning tool, but suggests it is no substitute for thoughtful estate planning.