Commentary

Chancery Court Rejects Demand Futility in Absence of Particularized Allegations

Jennifer H. Rearden, Jefferson E. Bell and Michael Marron| June 13, 2018

In Steinberg v. Bearden, the Delaware Chancery Court considered whether the Aronson or Rales test for demand futility should apply to a derivative claim for breach of fiduciary duty against directors who allegedly made false and misleading statements.

News

Aerospace Company Investors Seek Appraisal in $9B Deal With Northrop Grumman

Tom McParland | June 11, 2018

Former investors in Orbital ATK Inc. filed a petition in the Delaware Court of Chancery seeking appraisal of their shares in connection with Northrop Grumman Corp.'s $9.2 billion acquisition of the aerospace and defense technologies firm.

What Constitutes a Transfer of “All or Substantially All” of a Borrower’s Assets for Purposes of Indentures and Credit Agreements?

Kenneth Pasquale and Isaac Sasson| June 08, 2018

As the credit markets have slowly tightened and borrowers look for creative solutions to delever and refinance their balance sheets outside of bankruptcy, it is important to keep in mind that a transfer that is otherwise allowed under a borrower’s debt documents may still be attacked if there are indicia that the transfer is for “all or substantially all” of the borrower’s assets.

News

Sleet Upholds Patent for Anti-Inflammatory Drug, Blocking Generic

Tom McParland | June 06, 2018

A Delaware federal judge on Tuesday upheld the validity of Shire Orphan Therapies' patent for Firazyr, blocking a Germany-based pharma company from launching a planned generic version of the anti-inflammatory drug until 2019.

Commentary

Former Client Entitled to Attorney’s Entire Litigation File Including Internal Work Product

Barry M. Klayman and Mark E. Felger| June 06, 2018

In TCV VI v. TradingScreen, Vice Chancellor J. Travis Laster addressed the scope of the materials that a lawyer must produce to a former client upon request.

Commentary

Chancery Court Declines Stockholder Invitations to Expand Transactions Subject to Appraisal Rights

K. Tyler O’Connell| June 06, 2018

Appraisal rights have been the subject of increased focus in the current, post-Corwin environment, in which a fully-informed noncoerced stockholder vote suffices to dispose of most M&A challenges.

News

Judge Orders Discovery on 'Unclean Hands' Defense in Humira Infringement Case

Tom McParland | June 05, 2018

A federal judge in Delaware has ordered AbbVie Inc. to turn over documents related to Boehringer Ingelheim's defense of unclean hands in a case accusing the German drugmaker of infringing 74 patents with a biosimilar version of AbbVie's immunosuppressant Humira.

News

Dr Pepper Investors Blocked From Pursuing Appraisal, Bouchard Rules

Tom McParland | June 04, 2018

Chancellor Andre G. Bouchard said the statutory remedy was not an option for two Florida-based pension funds because Dr Pepper itself would not be merged with Keurig, but would merely participate as a parent company in the transaction.

News

CBS Investors File Class Action Against Redstone, Saying She Improperly Blocked Dividend

Tom McParland | June 01, 2018

The new lawsuit, filed Thursday by a Pennsylvania-based pension fund, asserted individual and class action claims against CBS's controlling stockholder, adding yet another layer to the unfolding saga in Delaware Chancery Court.

News

Bouchard Tosses Derivative Suit Against Hortonworks Directors

Tom McParland | May 31, 2018

The Delaware Court of Chancery has dismissed a derivative suit accusing the directors of California-based software company Hortonworks Inc. of hiding the firm's troubled financial status from investors as they headed toward a capital raise to help the company pay its bills.

News

Redstone's Lawsuit Fires Back at Moonves in CBS Power Struggle

Tom McParland | May 30, 2018

In a new lawsuit, Redstone and her family's National Amusements Inc. holding company challenged several "unsupported, false and pretextual" assertions CBS has levied in recent weeks.

Commentary

Court Denies TRO; Highlights the Difficulty of Board Conflicts With Controlling Stockholders

Ellis E. Herington| May 30, 2018

What obligations does a board of directors owe to a controlling stockholder? What actions can a board of directors take against a controlling stockholder?

Commentary

Appraisal, Quasi-Appraisal and Indemnification—Are Deals at Risk?

Larry R. “Buzz” Wood Jr., Adam V. Orlacchio and Craig Haring| May 30, 2018

Delaware litigators and deal lawyers around the globe are keen on accounting for the risk of dissenting stockholders exercising appraisal rights when negotiating and structuring a corporate transaction.

News

Del. Judge Denies Interest in Asbestos Coverage Dispute

Tom McParland | May 24, 2018

A Delaware judge on Wednesday rejected what he called a "peculiar" motion by an industrial pump manufacturer seeking prejudgment interest against excess insurers in a dispute over millions of dollars in asbestos-injury coverage, observing that no court had ever granted such a request without first finding damages.

News

Arista's Antitrust Suit Against Cisco OK'd for Trial

Scott Graham | May 23, 2018

U.S. District Judge Beth Labson Freeman of the Northern District of California ruled that Cisco's copyright suit combined with GC Mark Chandler's blog posts were enough to get by summary judgment.

News

CBS, in New Complaint Against Redstone, Says It Moved to Preserve Discretion of Independent Directors

Tom McParland | May 23, 2018

CBS on Wednesday defended a board vote that sharply reduced the voting power of Shari Redstone, its controlling stockholder, filing an amended complaint that her bid to block the move was "inequitable and invalid" and arguing that it acted to preserve the discretion of independent directors.

Commentary

Self-Dealing Conduct Supporting Fiduciary-Duty Claims Was Covered by Contractual Duties Imposed in the LLC Agreement

Albert H. Manwaring IV| May 23, 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

Icahn Sues to Stop AmTrust's $2.7B Go-Private Deal

Tom McParland | May 22, 2018

Activist investor Carl Icahn on Monday sued AmTrust Financial Services Inc. in the Delaware Court of Chancery, accusing the New York-based workers' compensation insurer of undervaluing the company in a $2.7 billion go-private bid in order to benefit its controlling family.

News

Laster Sets Up Del. Supreme Court Challenge to His $3B Appraisal of Company HP Bought

Tom McParland | May 21, 2018

A Delaware Court of Chancery judge on Monday said that two recent decisions from the state Supreme Court represented an "unprecedented shift" in the way the state handles appraisal cases and that it would be up to the high court to sift through the errors in a ruling decision that has rankled petitioners and raised questions about the future of appraisal in the First State.

Del. Justices OK Dismissal of Suit Over Viacom Payments to Sumner Redstone

Tom McParland | May 21, 2018

The Delaware Supreme Court has upheld the dismissal of a derivative suit challenging more than $13 million in payments the Viacom Inc. board made to founder and former chairman Sumner Redstone, even as the billionaire media mogul's declining health prevented him from providing any services of value to the company.

In CBS Board's Showdown With Shari Redstone, Whose Move Is Next?

Tom McParland | May 18, 2018

The next chapter of CBS Corp.'s ongoing feud with Shari Redstone is set to turn on the validity of a board of directors' vote late Thursday to strip its controlling stockholder of her voting power and whether Redstone's National Amusements Inc. has the authority to block the move.

News

Glasscock Lets Stand $1B ETE Equity Deal Despite Finding of 'Unfairness'

Tom McParland | May 18, 2018

A Delaware Court of Chancery judge on Thursday refused to cancel a 2016 deal in which Energy Transfer Equity issued $1 billion in equity units, finding there had been no harm to investors. At the same time, however, Vice Chancellor Sam Glasscock III said the transaction was unfair.

Del. Rejects Adequate Alternative Forum as an Independent Threshold Consideration for Forum Non Conveniens Applications

P. Clarkson Collins Jr.| May 17, 2018

The Delaware Supreme Court recently issued an important decision clarifying Delaware’s forum non conveniens FNC law in Hupan v. Philip Morris USA.

Update

CBS Board Votes to Reduce Redstone's Control, Setting Up Court Showdown

Tom McParland | May 17, 2018

CBS Corp.’s board of directors late Thursday voted to strip its controlling stockholder of most of her voting power, setting up the next showdown in the media giant’s ongoing struggle with Shari Redstone and her family's National Amusements Inc. for control of the company.

News

Bouchard Promises Swift Ruling in CBS Suit Against Shari Redstone in Battle Over Merger With Viacom

Tom McParland | May 16, 2018

A Delaware Court of Chancery judge on Wednesday ordered a brief standstill in CBS Corp.'s lawsuit against Shari Redstone, but promised a decision on the merits of the case Thursday, just ahead of a planned board meeting to dilute the voting power of the company's controlling shareholder.

Commentary

The 'MFW' Framework Gains Traction Outside the Merger Context

Jason J. Mendro and Jeffrey S. Rosenberg| May 16, 2018

Controlling-stockholder transactions are a regular part of many companies’ business; in some cases, they are essential. When challenged, however, such transactions have often been scrutinized under the entire fairness standard, the most exacting standard under Delaware law.

News

GlaxoSmithKline Seeks to Reinstate $235M Infringement Verdict Against Teva Over Hypertension Drug

Tom McParland | May 15, 2018

GlaxoSmithKline is appealing a Delaware federal district judge's ruling that wiped out a $235 million verdict against Teva Pharmaceuticals for allegedly infringing a patent for the hypertension drug Coreg.

News

CBS Sues Shari Redstone to Block Possible Viacom Merger With CBS

Tom McParland | May 14, 2018

CBS Corp. on Monday sued to stop controlling stockholder Shari Redstone from pursuing a merger with Viacom, amid fears that she could act quickly to oust the CBS board and force a deal that CBS claims would irreparably harm the company and its investors.

News

Glasscock Greenlights Contract Claims in Suit Over Diverted Bid Rights

Tom McParland | May 11, 2018

The Delaware Court of Chancery has allowed breach of contract claims to proceed against the manager of a Delaware LLC accused of diverting the firm's assets to benefit himself and his friends.

News

Federal Circuit Rejects Bid to Limit Venue for Foreign Companies

Tom McParland | May 10, 2018

The U.S. Court of Appeals for the Federal Circuit on Wednesday refused to place any restrictions on where foreign companies may be sued for patent infringement in the wake of the U.S. Supreme Court's TC Heartland ruling.

Commentary

Delaware Proposes Updates to Its LLC Statute Regarding Series LLCs

Jonathan G. Strauss and Shannon S. Frazier| May 09, 2018

On April 6, the Delaware Corporation Law Section of the Delaware Bar Association proposed some major and minor amendments to the Delaware Limited Liability Company Act. If introduced in and approved by the Delaware General Assembly and the governor, one of the most significant changes will involve the provisions of the act dealing with series LLCs.

Bankruptcy Court Enjoins Creditor From Pursuing Claims in Chancery in Chapter 11 Trust Liquidation

Barry M. Klayman and Mark E. Felger| May 09, 2018

In JMO Wind Down, Chief Bankruptcy Judge Brendan Shannon considered a motion to enjoin a creditor from pursuing claims against various defendants that were pending in a civil action in the Delaware Court of Chancery based on the provisions of the debtor’s Chapter 11 plan of liquidation.

News

Judge Approves Weinstein Co. Bankruptcy Sale to Texas-Based Investors

Tom McParland | May 08, 2018

A Delaware bankruptcy judge on Tuesday approved the $310 million sale of The Weinstein Co.'s television and film assets to Dallas-based Lantern Capital Partners.

News

Glasscock Bars Access to Privileged Emails in Suit Over $3B Pipeline Deal

Tom McParland | May 08, 2018

The Delaware Court of Chancery on Monday denied a plaintiff access to redacted documents in a derivative dispute alleging that the general partner’s conflicts committee acted in bad faith in approving a $3 billion transaction that undervalued the firm's assets by $500 million.

Analysis

Mitigating Misconduct Risk: A Proposed 'Toolkit' for Financial Institutions and Regulators

Kathleen A. Scott| May 08, 2018

On April 20, 2018, the Financial Stability Board, an organization of international financial regulators that monitors and makes recommendations about the global financial system, issued a set of options it is calling a “toolkit” to assist regulators in determining how best to address conduct issues in their respective jurisdictions. International Banking columnist Kathleen A. Scott discusses the highlights of the toolkit.

News

Del. Supreme Court Upholds $770M TransPerfect Sale to Co-Founder

Tom McParland | May 03, 2018

The Delaware Supreme Court on Thursday upheld the $770 million sale of TransPerfect Global Inc. to co-founder Philip R. Shawe, bringing to an end more than three years of fierce litigation with his erstwhile partner Elizabeth Elting over control of the successful translation-service company.

Generic Drug Litigation Snowballed in 2017, With Del., NJ as Top Venues

Charles Toutant | May 03, 2018

Litigation over generic drug applications under the Abbreviated New Drug Application process increased 30 percent in 2017, according to a report by litigation analytics company Lex Machina. 

News

Dallas-Based Investors Emerge as Weinstein Co. Buyers

Tom McParland | May 02, 2018

Lantern Capital Partners is on the verge of acquiring The Weinstein Co. in a bankruptcy sale, after it was revealed that no bidders had topped the private equity firm’s $310 million offer to buy the embattled studio’s film library and television business.

Commentary

Chancery Court Nullifies Cancellation of Certificate of Formation of Delaware LLCs

Lewis H. Lazarus| May 02, 2018

Parties who form Delaware limited liability companies to organize their business affairs do so to structure their relationships contractually. This enables them to organize the governance and economic rights in a manner tailored to the enterprise they are establishing.

News

Ohio Citizenship Bars Mining Suit, Del. Judge Rules

Tom McParland | May 01, 2018

A federal judge in Delaware has refused an attempt by Cliffs Natural Resources Inc. to tack racketeering claims onto its breach of contract suit against a Virginia coal producer in a last-ditch attempt to establish federal jurisdiction over the case.

Analysis

Tesla’s Stock Option Grant to Its CEO

Joseph E. Bachelder III| April 30, 2018

Executive Compensation columnist Joseph E. Bachelder III discusses a number of unique features of the option grant to Tesla's Elon Musk.

News

Microsoft Moves for Dismissal in Suit Over Siri Digital Assistant Patents

Tom McParland | April 27, 2018

Microsoft Corp. is asking a Delaware federal judge to dismiss an infringement suit targeting the Redmond, Washington-based tech giant's Cortana digital assistant products, seizing on an earlier ruling that invalidated three patents at the heart of the case.

News

Glasscock Ruling Bolsters Former Energy Execs' Case for Damages

Tom McParland | April 25, 2018

A Delaware Court of Chancery judge has removed a hurdle for two former executives of Louis Dreyfus Highbridge Energy to pursue potentially millions of dollars in damages stemming from the firm's $1.9 billion sale of its energy storage and processing plants in 2011.

Commentary

Court Sustains 'Bad Faith' Claim Challenging Compensation Paid to Allegedly Incapacitated Executive

K. Tyler O’Connell| April 25, 2018

In Feuer v. Redstone, the Delaware Court of Chancery considered a motion to dismiss derivative claims challenging compensation CBS Corp. paid to nonagenarian Sumner Redstone after he allegedly became physically and mentally incapacitated and ceased rendering meaningful services.

News

Laster Orders Morris Nichols to Produce Client's Litigation File

Tom McParland | April 24, 2018

The Delaware Court of Chancery has ordered Morris, Nichols, Arsht & Tunnell to turn over additional documents to two former clients embroiled in a dispute over control of a New York-based technology-services firm.

News

Del. Supreme Court Upholds Discount in Appraisal Lawsuit Stemming From Telecom Deal

Tom McParland | April 24, 2018

The Delaware Supreme Court on Monday upheld a Delaware Court of Chancery ruling that found Sprint's $3.6 billion acquisition of telecommunications firm Clearwire in 2013 had valued Clearwire at more than twice what it was actually worth.

News

High Court Rejects Challenge to PTO Patent Validity Review With Caveats Added

Scott Graham | April 24, 2018

But the justices suggest procedure might not cover patents issued before 2011 passage of America Invents Act.

News

CBS Board to Face Claims Over Payments to Ailing Redstone

Tom McParland | April 19, 2018

The Delaware Court of Chancery on Thursday ruled the CBS Corp. board must face claims it improperly approved millions of dollars in payments to Sumner Redstone after the company's former executive chairman became incapacitated in 2014.

Analysis

Judicial Approval of Disclosure-Only Class Action Settlements

Thomas J. Hall| April 19, 2018

In his Commercial Division Update column, Thomas J. Hall discusses recent Commercial Division decisions applying a new standard for judicial approval of non-monetary class action settlements in New York.

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 witness?

News

Energy Transfer Equity Denied New Hearing in $1.5B Fee Dispute

Tom McParland | April 17, 2018

A vice chancellor of the Delaware Court of Chancery on Monday refused Energy Transfer Equity's bid for a second chance at claiming a nearly $1.5 billion break-up fee stemming from the pipeline company's failed merger with The Williams Cos. Inc.

News

Google Accused of Infringing Motion, Orientation Patents With Pixel Phones

Tom McParland | April 17, 2018

A Taiwanese technology company on Monday accused Google Inc. in Delaware federal court of infringing two motion-sensing patents with its line of Pixel cellphones.

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.

News

Movie Theater Chain Investors Seek Appraisal in $3.6B Merger

Tom McParland | April 11, 2018

Former investors in the movie theater chain Regal Entertainment Group on Tuesday filed a petition in the Delaware Court of Chancery seeking appraisal of their shares in connection with the movie theater chain's $3.6 billion merger with U.K.-based Cineworld Group.

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.