Commentary

Does a Nonresident Del. Officer's Service to a Corporation Allow Courts to Compel Testimony?

James L. Hallowell and Lee R. Crain| April 18, 2018

Does a nonresident officer’s prior service to a Delaware corporation allow the Delaware courts to compel her to appear to testify at trial as a third-party…

Commentary

Accepting That LinkedIn Invitation May Be a Violation of a Nonsolicitation Agreement

Hugo V. Alvarez| April 16, 2018

Social media sites like Facebook and LinkedIn are increasingly being used today for professional purposes. Those purposes include maintaining professional networks and promoting certain brands and companies.

Analysis

Stockholder Challenges to Executive Compensation

Joseph M. McLaughlin and Shannon K. McGovern| April 11, 2018

Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern write: The Delaware Supreme Court recently clarified the limits of the stockholder ratification defense in litigation challenging director compensation awarded under the parameters of a stockholder-approved compensation plan.

Commentary

A Year Later: The Impact in Delaware From the US Supreme Court’s 'TC Heartland'

James S. Green Jr.| April 11, 2018

Almost one year ago, the U.S. Supreme Court decided the landmark case of TC Heartland v. Kraft Foods Group Brands. The decision upended what had been the status quo on the issue of where venue lies in patent infringement actions.

News

Facebook, Cambridge Analytica Hit With Delaware Class Action

Tom McParland | April 10, 2018

The latest federal class action to hit Facebook Inc. on Tuesday accused the social media giant of violating privacy laws in allowing Cambridge Analytica to access personal information of 87 million users.

News

Del. Supreme Court Denies Direct Appeal in Dole Buyout Case

Tom McParland | April 09, 2018

The Delaware Supreme Court has denied a fast-tracked appeal of a lower court's holding that state law allows a company's directors and officers to collect insurance for fraud-based claims.

News

Delaware Bankruptcy Judge Approves The Weinstein Co. Auction Plan

Tom McParland | April 09, 2018

A Delaware judge has approved The Weinstein Co.'s blueprint for the bidding procedures governing the troubled movie studio's fast-tracked bankruptcy sale.

News

Lord & Taylor Hit With Lawsuit After Data Breach Affected More Than 5 Million Customers

Tom McParland | April 06, 2018

The plaintiff in a proposed class action on Thursday accused high-end retailer Lord & Taylor of negligence in failing to protect its customers' private information, just days after the Hudson's Bay Co. subsidiary announced that it had been the target of a massive data breach in its North American stores.

News

Glass Companies Readying for Appeal in $50M Infringement Case

Tom McParland | April 05, 2018

Green Mountain Glass filed a cross-appeal with the U.S. Court of Appeals for the Federal Circuit, as it prepares to argue Ardagh's litigation tactics warrant enhanced damages.

News

BlackBerry Attacks Ruling in Infringement Suit Against Nokia

Tom McParland | April 04, 2018

BlackBerry asked a Delaware federal judge on Tuesday to reinstate claims against a Nokia subsidiary accused of facilitating the infringement of 11 patents underlying BlackBerry’s 3G and 4G communications technology in the United States.

News

Drugmaker Moves to Block Generic Version of Anti-Opioid Suboxone

Tom McParland | April 04, 2018

Indivior on Tuesday sued to block a rival drugmaker from bringing a generic version of an under-the-tongue form of Suboxone to market, after being dealt a stinging loss last month in an ongoing effort to protect its top-selling drug.

Commentary

Chancery Addresses Subrogation Rights in the Context of Claims for Indemnification

Barry M. Klayman and Mark E. Felger| April 04, 2018

In Meyers v. Quiz-Dia, Vice Chancellor J. Travis Laster addressed the question of whether a party that paid the legal fees and expenses of persons entitled to indemnification could be subrogated to their rights to recover losses incurred in defending against claims filed against them.

Commentary

Creative Plaintiffs Drive Rapid Evolution of Patent Venue Law

Kirt O’Neill and Colin Phillips| April 03, 2018

After the Supreme Court drastically altered patent venue law last year, plaintiffs are scrambling for ways to keep suing corporate defendants in perceived plaintiff-friendly forums, such as the Eastern District of Texas.

News

Del. Federal Judge Invalidates 3 Siri Digital Assistant Patents

Tom McParland | April 02, 2018

A Delaware federal judge has invalidated three patents at the center of a series of lawsuits accusing major companies of infringing upon the technology that underpins Siri, the digital assistant built into Apple products.

News

Lawsuit Alleges Dr Pepper Snapple Merger Strips Investors of Appraisal Rights

Tom McParland | March 30, 2018

The lawsuit is the fourth this month to target the planned merger.

News

Stark Wipes Out $235M Infringement Verdict Against Teva for Hypertension Drug

Tom McParland | March 29, 2018

A Delaware federal judge on Wednesday wiped out a $235 million verdict against Teva Pharmaceuticals for supposedly infringing a GlaxoSmithKline plc patent for the hypertension drug Coreg.

News

Chancery Court Greenlights Tesla Investor Suit Over $2.6B SolarCity Deal

Tom McParland | March 29, 2018

The Delaware Court of Chancery on Wednesday allowed an investor lawsuit against Elon Musk and Tesla Motors Inc. to proceed, finding there is reason to believe Musk controlled the Tesla board when the company paid $2.6 billion to acquire a debt-saddled firm that he helped to found.

Analysis

Entertainment Restructurings: iHeartMedia, Cumulus Media and The Weinstein Company

Edward E. Neiger| March 29, 2018

In his Bankruptcy Update, Edward E. Neiger delves into the bankruptcy proceedings of iHeartMedia, Cumulus Media and The Weinstein Company.

News

Gilead Accuses Teva of Infringing Hep C Drug as Sales Decline

Tom McParland | March 28, 2018

Gilead Sciences Inc. on Tuesday sued to stop a rival drugmaker from bringing a generic version of Sovaldi to market, as the company continues its campaign to protect the hepatitis C treatment amid rapidly declining sales.

Commentary

Boards of Directors May Be Required to Disclose Reasons Behind a Director's Vote Abstention

Kate A. Mahoney and Christopher B. Chuff| March 28, 2018

In a recent decision by the Delaware Supreme Court, Appel v. Berkman, the court held that a board’s failure to include information about the chairman of the board’s reasons for abstaining on the vote rendered the proxy statement materially misleading.

News

Investor Lawsuit Against Venture Capital Firm Over Control of Medical Device Company Clears Hurdle

Tom McParland | March 27, 2018

New Enterprise Associates Inc. cannot escape a shareholder lawsuit accusing the venture capital giant of exploiting its control of a medical device company in order to secure other deals for its own benefit, the Delaware Court of Chancery has ruled.

News

Uber Agrees to Pay $10M to Settle Discrimination Class Action

Ross Todd | March 27, 2018

In one of the first of the recent tech sector discrimination lawsuits to reach a proposed settlement, Uber Technologies has settled a discrimination and hostile work environment class action lawsuit brought on behalf of about 420 women and minority software engineers.

News

Remington Files for Chapter 11 Bankruptcy Protection; Sandy Hook Case Temporarily on Hold

Robert Storace | March 27, 2018

As the Connecticut Supreme Court weighs the Sandy Hook families' case against the gun maker, Remington Outdoor Inc. filed for Chapter 11 bankruptcy protection in a move that could delay the litigation.

News

Weinstein Accusers Face Difficult Road to Recovery in Bankruptcy

Tom McParland | March 23, 2018

The deal, however, did not set aside money to compensate Harvey Weinstein's accusers—a key aspect of earlier, and ultimately unsuccessful, negotiations between New York's attorney general and a group of interested buyers.

News

Del. Supreme Court Rejects Requirement of Alternative Forum Before Case Dismissal

Tom McParland | March 22, 2018

The Delaware Supreme Court on Thursday declined to adopt a rule that would require state courts to determine that an alternative forum is available to plaintiffs before dismissing cases on the grounds of forum non conveniens.

News

Del. Judge Trims BlackBerry's Infringement Suit Against Nokia

Tom McParland | March 21, 2018

A Delaware federal judge has knocked out patent infringement claims against telecommunications giant Nokia Corp. over its alleged use of 11 patents underlying BlackBerry Ltd.'s 3G and 4G communications technology, finding no evidence that the parent company effectively controlled its subsidiaries.

Commentary

Is Stockholder Litigation in Trouble in Delaware? An Update

Edward M. McNally| March 21, 2018

A series of recent Delaware court decisions have caused some plaintiffs law firms to decide stockholder litigation should no longer be filed in the Delaware courts.

News

Weinstein Co. Bidder Weighs Offer in Wake of Studio's Bankruptcy

Tom McParland | March 20, 2018

Details of Lantern Capital Partners' stalking-horse bid to buy Bob and Harvey Weinstein's namesake film studio came into focus early Tuesday, just hours after The Weinstein Co. filed for Chapter 11 bankruptcy protection in Delaware.

News

Lawyers Spar Over Conspiracy Allegations as Wilmington Trust Trial Ends Week 1

Tom McParland | March 16, 2018

The long-awaited Wilmington Trust criminal trial is finally underway in a Delaware federal court, as federal prosecutors this week made their case that four of the bank's former top executives orchestrated a scheme to hide hundreds of millions of dollars in bad loans from regulators and investors.

Analysis

What’s Really Happening in Securities Litigation? A Tale of Two Bars

John C. Coffee Jr.| March 14, 2018

Corporate Securities columnist John C. Coffee Jr. writes: Once upon a time, courts might wink and nod at “merger objection” cases and cooperate in their settlement. But with these cases now approaching 50 percent of all securities class actions, this “business-as-usual” approach cannot (and should not) continue. As a result, this may be the best of times for the established plaintiff’s bar in securities class actions and the worst of times for the others.

News

SEC Charges Theranos, CEO Holmes, and Former President With Investor Fraud

Ben Hancock | March 14, 2018

CEO Elizabeth Holmes has agreed to pay a $500,000 penalty, return the remaining 18.9 million shares she obtained during the fraud, and relinquish her voting control of Theranos.

Commentary

Important Lessons From 'In re Oxbow Carbon' for Drafting Joint Venture Exit Provisions

Robert B. Little and Eric B. Pacifici| March 14, 2018

The Delaware Court of Chancery recently issued an opinion that offers useful guidance for parties seeking to draft joint venture exit provisions.

Commentary

Delaware Public Policy Does Not Preclude D&O Insurance Coverage for Fraud

K. Tyler O’Connell| March 14, 2018

In Arch Insurance v. Murdock, a D&O insurance coverage dispute, the Superior Court’s complex commercial litigation division reasoned broadly to hold that, absent a contrary choice of law clause, Delaware law applies to Delaware corporations’ D&O insurance policies, and that Delaware public policy does not prohibit insuring losses from insureds’ breaching the fiduciary duty of loyalty through fraudulent conduct.

News

Glenmark Says Mylan Infringement Suit Violates Antitrust Laws

Tom McParland | March 13, 2018

A Delaware patent infringement case has erupted into an antitrust dispute, after an India-based generic drugmaker accused Mylan Pharmaceuticals of using its lawsuit to stifle competition for its topical foam acne treatment.

News

Slights Tosses Shareholder Challenge to $2.8B Acquisition of Mall Owner

Tom McParland | March 13, 2018

The Delaware Court of Chancery has rejected a challenge to Brookfield Asset Management Inc.'s role in its $2.8 billion acquisition of Rouse Properties, finding that plaintiffs had failed to show that Rouse's largest investor had driven the deal in its favor.

Analysis

Courts Provide Guidance on What Constitutes a ‘Regular and Established Place of Business’ for Venue Purposes in Patent Infringement Actions

Lewis R. Clayton and Eric Alan Stone| March 13, 2018

Intellectual Property Litigation columnists Lewis R. Clayton and Eric Alan Stone report on the post-'Cray' landscape and provide guidance for practitioners.

News

Class Action Targets Alleged Manipulation of Wall Street's 'Fear Index'

Tom McParland | March 12, 2018

A federal class action lawsuit is seeking to uncover key players behind the alleged widespread manipulation of Wall Street's "fear index," which plaintiffs claim has resulted in potentially hundreds of millions of dollars in losses to investors nationwide.

News

Sleet Confirms $50.3M Verdict in Glassmaker Infringement Suit

Tom McParland | March 09, 2018

A Delaware federal judge on Thursday confirmed a $50.3 million infringement verdict against Ardagh Glass Inc. for infringing a patent held by a small Pennsylvania-based glass company.

Commentary

Fairness Standard of Review Applies to Transaction Approved by Independent Majority of Directors

Lewis H. Lazarus| March 07, 2018

The Delaware Court of Chancery is often called upon to assess whether a plaintiff challenging an interested transaction who fails to make demand on the board to pursue claims based on alleged self-dealing or director interest can overcome the procedural hurdle of a motion to dismiss under Rules 23.1 and 12(b)(6).

Commentary

Financial Distress Is a Prerequisite to Good-Faith Bankruptcy Filing

Barry M. Klayman and Mark E. Felger| March 07, 2018

In In re Rent-A-Wreck of America, Bankruptcy Judge Laurie Silverstein dismissed voluntarily filed bankruptcy cases on the grounds they were not filed in good faith.

News

Attorneys Ask Glasscock to Reconsider AOL Appraisal Ruling

Tom McParland | March 06, 2018

The parties to an appraisal of AOL Inc. stock have each filed motions seeking a rehearing of the case, asking a Delaware Court of Chancery judge to reassess the financial inputs that led him to set fair value below the $50-per-share price Verizon Communications Inc. paid to acquire the company.

News

Chancery Court Opens Health Care Company's Documents to Investors

Tom McParland | March 01, 2018

The Delaware Court of Chancery on Wednesday ordered UnitedHealth Group Inc. to turn over to stockholders a wide range of corporate documents, including information referenced in a whistleblower suit outlining a supposed scheme to overbill Medicare by possibly "billions of dollars."

News

Del. Supreme Court Eyes April Decision in TransPerfect Appeal

Tom McParland | February 28, 2018

The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting's challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company's board.

Commentary

Void-Voidable Distinction Revisited by Delaware Court of Chancery

Nathaniel J. Stuhlmiller| February 28, 2018

In three recent memorandum opinions, the Delaware Court of Chancery revisited the distinction between void and voidable acts under Delaware common law.

News

AOL Appraisal Ruling Again Finds Fair Value Below Deal Price

Tom McParland | February 26, 2018

The Delaware Court of Chancery on Feb. 23 said AOL Inc.'s $4.4 billion sale to Verizon Communications Inc. overvalued the once-powerful media technology company by more than $1.30 per share, in another blow to holdout shareholders looking to exercise their appraisal rights in Delaware.

News

Investor's Suit for Corporate Records Exposes Deep Fissure in Silicon Valley Alliance

Tom McParland | February 23, 2018

The Delaware Court of Chancery on Thursday ordered Palantir Technologies Inc. to turn over corporate records to a company run by Marc Abramowitz, in an unusual court battle that highlights the growing animosity between the reticent Silicon Valley firm and one of its biggest early investors.

Commentary

Del. Supreme Court Limits Stockholder Ratification of Director Compensation

James H. S. Levine and Douglas D. Herrmann| February 22, 2018

Over the past several years, the Delaware Court of Chancery has applied the stockholder ratification defense in challenges to director compensation awards made pursuant to stockholder approved equity incentive plans (EIPs).

News

Bouchard Greenlights Challenge to Merger of Energy Companies

Tom McParland | February 21, 2018

The Delaware Court of Chancery on Tuesday ruled that a challenge to natural gas company Regency GP's 2015 merger with Energy Transfer Partners had cleared a preliminary hurdle to show that Regency's board may have approved a deal that it knew was not in the firm's best interest.

News

Chairman's Opposition Material to Shareholder Vote in $2B Sale, Justices Rule

Tom McParland | February 21, 2018

The Delaware Supreme Court on Tuesday revived a derivative challenge to Diamond Resorts International's $2 billion sale to Apollo Global Management, ruling that shareholders should have been informed of the chairman's opposition to the deal.

Commentary

Court Re-evaluates Stockholder Ratification of Director Compensation for First Time in Decades

​Jefferson E. Bell and David A. Coon| February 21, 2018

In a Dec. 19, 2017, decision, In re Investors Bancorp Stockholder Litigation, the Delaware Supreme Court considered the limits of a stockholder ratification defense when directors make equity awards to themselves under an equity incentive plan or “EIP.”

Commentary

Guidance Provided to Evaluate the Implied Covenant of Good Faith and Fair Dealing

Albert H. Manwaring IV| February 21, 2018

The Delaware Limited Liability Company Act’s policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements.

News

Judge Invalidates D&M Patent in Wireless Speaker Infringement Row

Tom McParland | February 20, 2018

A Delaware federal judge on Feb. 16 invalidated a patent held by D&M Holdings Inc. as the company continues to face off against rival wireless speaker-maker Sonos Inc. in a protracted infringement fight.

News

Stark Wipes Out $2.5 Billion Verdict in Hep C Drug Patent Case

Tom McParland | February 20, 2018

A Delaware federal judge on Feb. 16 overturned a massive $2.5 billion jury verdict against Gilead Sciences Inc., finding that a patent held by a unit of Merck & Co. Inc. was too broad to be valid.

Update

Bouchard Approves Shawe's $770M Purchase of TransPerfect

Tom McParland | February 15, 2018

The Delaware Court of Chancery has approved Philip R. Shawe's more than $780 million offer to purchase TransPerfect Global Inc. from his erstwhile business partner Elizabeth Elting, bringing more than three years of fierce litigation to the verge of its final resolution.

Commentary

Dismissal of Shareholder Derivative Action on Rule 23.1 Grounds Precludes Relitigation of Different Del. Plaintiffs

P. Clarkson Collins Jr.| February 14, 2018

The Delaware Supreme Court recently issued an important corporate law decision addressing issue preclusion in the context of multiple shareholder derivative actions.

Stockholders Agreement Interpreted to Not Run Afoul of DGCL

Barry M. Klayman and Mark E. Felger| February 14, 2018

Vice Chancellor J. Travis Laster held that a provision in a stockholders agreement that purported to limit the board’s authority to select the company’s chief executive officer was ineffective because it conflicted with the Delaware General Corporation Law.

News

Koch Can't Block Forced Sale of His Energy Company, Laster Rules

Tom McParland | February 13, 2018

The Delaware Court of Chancery on Monday ruled that billionaire William I. Koch could not block a private equity firm from forcing the sale of his Oxbow Carbon energy company, finding gaps in the LLC agreement were being used to scuttle members' attempts to force an exit sale.

News

Spoliation Rulings Appealed in Plantronics Antitrust Case

Tom McParland | February 13, 2018

GN Netcom Inc. has filed an appeal in its high-profile antitrust suit against rival headset-maker Plantronics Inc., challenging a Delaware federal judge's handling of spoliation that resulted in the destruction of thousands of emails potentially relevant to the case.

Commentary

A Tale of Two Derivative Suits: Issue Preclusion and Comity Prevail

Michelle Reed and Matthew Lloyd| February 07, 2018

The Delaware Supreme Court declined to adopt a new standard governing issue preclusion of derivative actions, creating a tension with Delaware courts’ forceful encouragement that stockholders fully investigate their claims before pursuing such actions on behalf of a company.

News

Chancery Court Voids Stock Issue in Board Fight

Tom McParland | February 02, 2018

The Delaware Court of Chancery on Thursday ruled that a hurried stock issuance designed to stave off a takeover of the Roma Restaurant Holdings Inc. board was void and could not be counted in a vote to control the company.

News

Coons Backs Del. Role in Bankruptcy as Bipartisan Venue Bill Seeks Traction

Tom McParland | February 02, 2018

A U.S. Senate bill backed by conservative Sen. John Cornyn, R-Texas and liberal Sen. Elizabeth Warren, D-Massachusetts, aimed at curbing forum-shopping in Chapter 11 bankruptcy cases, has sparked stiff opposition from Delaware's elected officials and reignited a battle that has roiled policymakers and the bankruptcy bar for decades.

News

Slights Rejects Conspiracy Allegation as 'Fantasy,' Scuttling Suit Over Russian Space Satellites

Tom McParland | January 31, 2018

The Delaware Court of Chancery on Tuesday extinguished a decadelong civil conspiracy suit stemming from a failed partnership to commercialize Russian satellites, saying that extensive discovery had exposed the plaintiff's central theory as a sham.

Commentary

Where Do You Want to Be Sued?

Edward M. McNally| January 31, 2018

Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic.

Commentary

Plaintiff Who Obtains a Corporate Benefit May Not Target a Stockholder to Pay a Fee Award

Justin T. Kelton| January 31, 2018

In a recent decision, Judge Andre G. Bouchard of the Delaware Court of Chancery addressed the question of whether a plaintiff who obtains a corporate benefit through litigation may target a particular stockholder to pay a common fund fee award.

News

Supreme Court Rejects Bouchard's Recommendation in Walmart Appeal

Tom McParland | January 25, 2018

The Delaware Supreme Court on Thursday rejected the Delaware Court of Chancery's recommendation that it depart from long-standing precedent in order to better accommodate the due process rights of plaintiffs in parallel derivative actions.

News

Arbitrage Fund Seeks Appraisal in Wake of $1.5B Bob Evans Merger

Tom McParland | January 24, 2018

The Arbitrage Fund on Tuesday filed a petition in the Delaware Court of Chancery seeking appraisal of its stake in Bob Evans Farms Inc., the latest lawsuit to stem from the food producer's $1.5 billion merger with Post Holdings Inc.

News

Bouchard Blocks 'Novel' Bid for $5M in Fees Against Dead CEO's Estate

Tom McParland | January 24, 2018

The Delaware Court of Chancery on Tuesday denied a "novel" bid by a C&J Energy Services Inc. stockholder to recover $5 million in attorney fees from the estate of the oil and gas company's deceased CEO, saying the move would be unprecedented and inconsistent with Delaware law.

Commentary

Chancery Greenlights Use of Books and Records Demands to Buttress Post-'Corwin' M&A Challenges

K. Tyler O’Connell| January 24, 2018

Stockholder M&A challenges in the Delaware Court of Chancery have declined in the wake of the well-known Trulia (and its federal corollary Walgreens) and Corwin decisions, which respectively reduced incentives for pre-closing M&A challenges by outlining a strict standard of review for disclosure-only settlements; and confirmed that, regardless of whether the process at issue complied with Revlon, transactions approved by an informed and uncoerced stockholder vote are subject to the protections of the business judgment rule.

News

Allegations of Trump Payment to Porn Star Places Delaware LLCs in Spotlight

Tom McParland | January 22, 2018

Delaware has once again found itself at the center of a national conversation over secrecy surrounding the creation of limited liability companies, after The Wall Street Journal last week reported that an attorney for President Donald Trump used a private Delaware firm to enable a payment to an adult-film star in order to stop her from talking about a supposed 2006 sexual encounter with Trump.

News

Justices Uphold Denial of Fast-Track Appeal in Bid to Amend Order Limiting Use of Discovery

Tom McParland | January 18, 2018

The Delaware Supreme Court on Wednesday refused to hear an expedited appeal of a Delaware Court of Chancery ruling that denied a defendant’s attempt to modify a protective order so it could pursue fraud claims outside of the state.

News

Proposed $785M TransPerfect Sale Attacked in Marathon Hearing

Tom McParland | January 17, 2018

The details of Philip R. Shawe's $785 million deal to buy TransPerfect Global Inc. emerged in a Wilmington courtroom on Wednesday, as attorneys for his rival, Elizabeth Elting, argued for the unraveling of the sale.

Bankruptcy Judge Applies Anti-Forfeiture Statute to Save Debtor's Exercise of Option to Renew Lease

Barry M. Klayman and Mark E. Felger| January 17, 2018

In a recent decision, Bankruptcy Judge Christopher S. Sontchi addressed the question of whether a Chapter 11 debtor, the tenant under a commercial lease, could exercise an option to renew the lease during the bankruptcy proceedings, even though the debtor was in default under the lease and the lease specified that it could not be renewed if defaults existed at the time the option was exercised.

News

Elting Tries to Unravel Sale of TransPerfect to Corporate Rival

Tom McParland | January 12, 2018

Nearly two months after it was announced that TransPerfect Global Inc. co-founder Philip R. Shawe had prevailed in his fight to seize full control of the translation-services company, his erstwhile partner is launching her own campaign to unravel the deal.

Top 10 Developments, Lessons and Reminders of 2017

Sharon L. Klein| January 12, 2018

Sharon L. Klein writes: From new legislation, to important proposals, to instructive case law, 2017 saw some significant developments, lessons and reminders.

Commentary

Holiday Season Gifts Practitioners With Slew of Notable Opinions From Delaware Courts

Arthur R. Bookout| January 10, 2018

While many view the period between Thanksgiving and Jan. 1 as a hectic time of year, no one has been working harder than the Delaware courts.

News

Court Preserves Bulk of Infringement Case Over Opioid Addiction Therapy

Tom McParland | January 09, 2018

The bulk of a patent infringement action against the maker of a under-the-tongue form of the opioid treatment drug Suboxone has survived a motion for dismissal in Delaware federal court.

News

Derivative Suit Against Twitter Directors Lands in Del.

Tom McParland | January 09, 2018

A derivative suit accusing Twitter Inc.'s directors of insider selling and unjust enrichment landed in Delaware federal court on Monday, after the parties agreed to transfer the case from California.

News

Seven-Figure Fee Requests Crumble as Bouchard Calls Cookie Contract Case a Draw

Tom McParland | January 05, 2018

The Delaware Court of Chancery on Friday denied multimillion-dollar requests for attorney fees from Mrs. Fields Brand Inc. and Interbake Foods, ruling that neither party had prevailed in a dispute over a contract to sell Mrs. Fields cookies in grocery and convenience stores.

News

Stark Denies New Trial in Headset Antitrust Dispute

Tom McParland | January 04, 2018

A Delaware federal judge on Wednesday denied GN Netcom's request for a new trial in its antitrust suit against rival headset-maker Plantronics, rejecting claims that the court mishandled evidence related to alleged spoliation by a top Plantronics executive.

News

Third Circuit Extinguishes Fraudulent Transfer Suit, Predicting Delaware Law

Tom McParland | January 03, 2018

A federal appeals court on Wednesday allowed a Delaware subsidiary of Venezuela's national oil company to escape a lawsuit by a Canadian gold producer over its role in an alleged scheme to help Venezuela avoid paying a $1.2 billion arbitration award.

News

IBM Accuses Expedia of Infringement After Settling With Priceline

Tom McParland | January 03, 2018

IBM Corp. last week added Expedia Inc. and its related travel websites to a list of companies that the tech giant has accused of infringing four patents covering information storage and sign-on technology.

News

Chancery Curbs Companies' Use of Business Judgment Rule to Thwart Books-and-Records Actions

Tom McParland | January 02, 2018

Companies looking to avert books-and-records demands cannot rely on the Corwin doctrine to invoke the business judgment rule in order to stymie Section 220 actions, Delaware's Court of Chancery has ruled for the first time.

News

Stanford's Lemley Asks Federal Circuit to Answer Key 'TC Heartland' Question

Scott Graham | December 29, 2017

The U.S. Court of Appeals for the Federal Circuit has requested briefing in two cases that could flesh out the Supreme Court's game-changing patent venue holding.

Commentary

Supreme Court Reverses Chancery's Dell Appraisal Decision

Brett M. McCartney| December 27, 2017

In one of the most anticipated opinions of 2017, Delaware’s Supreme Court reversed the Court of Chancery’s appraisal decision valuing Dell, Inc.’s shares after its management-led buyout in 2013. In its unanimous en banc decision, the Supreme Court ruled that the Court of Chancery abused its discretion by relying exclusively on its own discounted cash flow (DCF) analysis while affording no weight to the transaction price when valuing the company’s shares at the time of its 2013 going-private merger.

Analysis

From Jeans to Toys, Retailers Opt for Restructuring Over Liquidation

Edward E. Neiger| December 27, 2017

Bankruptcy Update columnist Edward E. Neiger delves into the bankruptcy proceedings of True Religion Apparel, Toys “R” Us and Charming Charlie and their efforts to restructure rather than liquidate in the face of changing consumer preferences.

In Del. Corporate Law, Some Direction After Turbulent Year

Tom McParland | December 22, 2017

Despite an unusual level of disagreement between Delaware's Supreme and Chancery courts in 2017, a sense of direction seems has emerged as to some hotly debated areas of corporate law heading into the New Year.

News

Bouchard Orders American Apparel Founder to Repay $19.5M Loan

Tom McParland | December 20, 2017

Former American Apparel CEO Dov Charney could have to pay up to $19.5 million that he owes to a hedge fund from a fight to regain control of the company he helped to found, Delaware's Court of Chancery has ruled.

Commentary

Chancery Adopts Federal Test to Determine Whether to Stay a Civil Case Based on a Criminal Investigation

Albert H. Manwaring IV| December 20, 2017

Neither the Delaware Supreme Court, nor other Delaware state courts have “articulated a specific test” to analyze whether to stay a civil case based on the pendency of a criminal case or investigation.

News

Glasscock Tosses Derivative Suit Against Citigroup Directors

Tom McParland | December 19, 2017

The Delaware Court of Chancery on Monday dismissed a derivative suit seeking to hold the directors of Citigroup Inc. personally liable for massive losses the company suffered as a result of years of mismanagement and unchecked fraud and regulatory violations.

News

Delaware Supreme Court Denies $14M Payment on Michigan Wind Farm

Tom McParland | December 19, 2017

The Delaware Supreme Court on Monday ruled that Exelon General Acquisitions' decision to change the location of a Michigan wind farm allowed the company to avoid a $14 million earn-out payment to Deere & Co. stemming from its 2010 purchase of Deere's wind-energy business.

News

Del. Justices Uphold Dismissal of $145M Duke Energy Derivative Suit

Tom McParland | December 15, 2017

The Delaware Supreme Court in a 4-1 decision Friday upheld the dismissal of a derivative suit seeking more than $145 million from the directors of Duke Energy Corp. over the handling of coal ash releases in North Carolina.

News

Del. Supreme Court Upholds $1.8M Award to Former CFO in Indemnification Suit

Tom McParland | December 15, 2017

The Delaware Supreme Court on Friday upheld a vice chancellor's decision to award a former director of OptimisCorp. $1.8 million to cover the cost of successfully defending allegations that he had plotted to remove the physical services company’s chief executive back in 2012.

News

What Companies Need to Know About State Unclaimed Property Compliance and Audits

Amanda Ciccatelli| December 15, 2017

The deadline to enroll in an unclaimed property coverage program to convert Delaware's property audits to voluntary disclosure agreements (VDAs) took…

Analysis

Surge in IP Cases Marked Busy Year for Delaware's Shorthanded Federal Bench

Tom McParland | December 15, 2017

Delaware's federal court in 2017 absorbed the impact of TC Heartland, a groundbreaking decision from the U.S. Supreme Court that brought with it a surge in patent infringement cases and a few vexing questions that went unanswered in the high court's May 22 ruling.

News

Supreme Court Looks to Deal Price in Reversing Dell Appraisal Ruling

Tom McParland | December 14, 2017

The Delaware Supreme Court on Thursday panned a vice chancellor's decision to completely disregard the deal price in an appraisal ruling last year that found Michael Dell and private equity firm Silver Lake Partners had shortchanged investors in a going-private merger of Dell Inc. in 2013.

News

Divided Del. Supreme Court Upholds Denial of $50M in Milestone Payments

Tom McParland | December 13, 2017

The Delaware Supreme Court on Tuesday narrowly upheld a Delaware Court of Chancery ruling that denied a $50 million bonus payment to former investors in Calistoga Pharmaceuticals Inc. for partial European approval of a new blood-cancer treatment drug.

Commentary

Court of Chancery Continues Line of Pro-Arbitration Cases

Thad A. Davis and Andrea Hadjiyianni| December 13, 2017

Parties intending to enter into arbitration agreements should take note of the recent Delaware Court of Chancery decision in In re Good Technology Stockholder Litigation, No. CV 11580-VCL, 2017 WL 4857341 (Del. Ch. Oct. 27, 2017). In Good Technology, the parties agreed that “any disputes arising out of [a term sheet] shall be referred to” a specified individual “who shall have sole authority and exclusive jurisdiction to resolve any such disputes.”

News

Infringement Case Over Amazon Tablets Should Get Green Light, US Magistrate Judge Says

Tom McParland | December 12, 2017

A Delaware magistrate judge on Monday said that Amazon.com Inc. should not be allowed to escape a patent infringement suit accusing the electronic retailer of infringing three patents with its Kindle and Fire tablets.

Bouchard Tosses Challenge to Conflicted NRG Stock Reclassification

Tom McParland | December 11, 2017

The Delaware Court of Chancery on Monday dismissed an investor suit stemming from a conflicted transaction that extended power giant NRG Energy's control over a subsidiary, finding that minority shareholders had overwhelmingly approved the deal.

Company Can't Back Out of Oral Agreement to End Proxy Fight, Slights Rules

Tom McParland | December 11, 2017

An investor in Innoviva Inc. has finally won its fight to appoint two directors to the drug developer's board, after the Chancery Court on Dec. 8 ruled that the company was bound to honor a last-minute deal to resolve a dramatic proxy fight.