Articles Tagged with Litigation

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In the January 3, 2019 edition of The Legal Intelligencer, Edward Kang, Managing Member of KHF wrote “Defending Officers and Directors From a Lawsuit by the Company.

When a corporate director or officer is sued by a third party for alleged misconduct carried out in her capacity as director/officer, the company generally indemnifies the director/officer by defending her against the lawsuit. The company’s duty of indemnification arises from both the law and governing corporate documents (e.g., articles of incorporation, bylaws or employment agreement). While there are limited exceptions to the company’s duty of indemnification—e.g., the director/officer acted in her personal capacity or that she acted in bad faith against the interest of the company—the duty of indemnification is broad. The company must defend the director/officer, at least until the court determines otherwise. What protection does a corporate director/officer have, however, if the person suing her is the company itself?

A company sues its officer or director more frequently than many people think. The company could bring a direct lawsuit against an officer or director for a breach of fiduciary duty (e.g., alleged self-dealing). Sometimes, a shareholder could bring a derivative lawsuit under the company’s name against the officer or director. Continue reading →

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ETK-full-body-200x300In the November 9, 2017 edition of The Legal Intelligencer, Edward T. Kang, managing member of the firm, writes on limited partnerships and the rights afforded to the limited partners when the general partner deviates from its duty of care.

Limited partnerships offer an attractive option over the general partnership form–namely, the benefits of a partnership arrangement, but with limited liability like that enjoyed by the owners of a corporation or limited liability company. With that limited liability, however, also comes limited input into the management and operation of the company. The general partner(s) manage the company, while limited partners typically have no right to manage or otherwise direct the affairs of the partnership. That means, absent a specific agreement between the partners and the partnership, a limited partner is treated like a shareholder of a public corporation–that is, a limited partner’s right is limited to voting and distribution and must trust that the general partner will manage and operate the partnership in the best interest of the partnership.

But what rights do limited partners have, especially when the general partner deviates from its duty of care or duty of loyalty owed to the partnership? Does a limited partner have the right to bring a direct action against another partner or the partnership itself? In a corporation setting, typically, a corporate officer/director owes fiduciary duties not to shareholders/owners, but to the entity itself. And if a dispute occurs with officers or directors, a shareholder must usually file a derivative action on behalf of the company to address a breach of fiduciary duty by its officers and directors.

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ETK-full-body-200x300In the October 19, 2017 edition of The Legal Intelligencer, Edward T. Kang, managing member of the firm, writes on the significant impact interpreters can have on a case.

The jury was thoroughly confused when a witness testified through an interpreter that he paid hundreds of thousands of dollars for a ladder in a construction case I tried a few years ago.  What reasonable person would pay hundreds of thousands of dollars for a ladder? The “ladder,” however, was really a staircase—a distinction that was obviously important to the case. The delineation between interpreting and translating—in other words, between explaining the meaning and translating words verbatim—is vital when it comes to the use of interpreters during witness examinations.

The American legal system is wrought with a specialized lexicon and complexities that do not exist in the English language. Though an interpreter is not allowed to explain the legal procedure or give advice to a witness, they are your conduit to the witness and the mouthpiece of the witness for the judge or jury. An interpreter has the power, whether consciously or unknowingly, to skew the words of the witness as they choose your words. One question or answer, rephrased improperly, can completely change the outcome of a case.