Rafael Zahralddin, Sean Brennecke Author Articles for ABA's Business Law Today

Wilmington, Del. (April 5, 2023) – Wilmington Partners Rafael X. Zahralddin and Sean M. Brennecke recently authored three articles for the American Bar Association's (ABA) Business Law Today "Month-in-Brief" section. Featured under the "Business Litigation & Dispute Resolution" and "Business Regulation & Regulated Industries" practice areas, the articles discuss a recent U.S. Supreme Court ruling involving escheatment and the State of Delaware, a Chancery Court decision involving a special purpose acquisition company (SPAC) and fiduciary duties, and the FDIC's closing and sale of Silicon Valley Bank and Signature Bank.

In an article titled, "Supreme Court Deals Delaware’s Unclaimed Property Regime A Loss on MoneyGram’s 'Checks,' But Leaves Open Treatment of Other Intangibles," Mr. Zahralddin discusses a recent U.S. Supreme Court case involving escheatment and the Federal Disposition Act, in which the Court held that Delaware must return around $250 million in fees related to MoneyGram checks sold outside the state to the states where they were bought. The unanimous en banc decision, authored by Justice Ketanji Brown Jackson, held that the MoneyGram instruments are "similar" to money orders and are therefore subject to the Federal Disposition Act. However, Mr. Zahralddin notes that the narrow decision "left open issues as to whether cashier’s checks, certified checks, or teller’s checks" are also subject to the Act.

In the same Month-in-Brief section, Mr. Brennecke's article, titled "Breach of Fiduciary Duty Action against the Sponsor and Directors of a Delaware SPAC Allowed to Move Forward," reviews the case of Laidlaw v. GigAcquisitions2, LLC, in which the Delaware Chancery Court ruled that the defendants breached their fiduciary duties and were unjustly enriched when they caused GigCapital2, a Delaware SPAC, to enter into a merger that enriched the defendants at the expense of public stockholders. Mr. Brennecke explains that the decision "provides another example of Delaware courts protecting purchasers of stock in a Delaware SPAC from wrongful conduct perpetrated by its directors and sponsor."

In a third article, titled "Failure of Silicon Valley Bank and Signature Bank Quickly Addressed by FDIC," Mr. Zahralddin summarizes the FDIC's takeover of the two banks, the creation of bridge banks to assume the deposit liabilities and assets of the failed banks, the marketing of those assets to non-banks as well as qualified insured banks, and the eventual sale of most of those assets and obligations to First Citizens Bank and Flagstar Bank. Mr. Zahralddin also provides links to Lewis Brisbois' recent legal alerts on these developments, "Silicon Valley Bank and Signature Bank Closed: What Should You Do?" and "Silicon Valley Bank Sale Process Evolving in Unusual Direction."

Mr. Zahralddin is a member of Lewis Brisbois’ Corporate, Bankruptcy, Complex Business & Commercial Litigation, Digital Asset, and Ukraine Conflict Response Practices. He is a skilled business lawyer and litigator with significant experience advising clients in corporate and commercial litigation, insolvency, distressed M&A, compliance, corporate law and entity formation, corporate governance, commercial transactions, cyber law, regulatory actions, and cross-border issues. He is a contributing editor for the ABA's Business Law Today.

Mr. Brennecke is a member of Lewis Brisbois’ Complex Business & Commercial Litigation, Corporate, and Bankruptcy & Insolvency Practices. For more than 15 years, he has represented corporations, alternative entities, and their respective directors, officers, shareholders, members, and managers, in complex litigation matters.

Read the first two articles in the "Business Litigation & Dispute Resolution" section here and the third article in the "Business Regulation & Regulated Industries" section here.