Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | July 19, 2023
In New Enterprise Associates 14. v. Rich, the Delaware Court of Chancery ruled that a covenant not to sue for breach of fiduciary duties in connection with the exercise of a drag-along provision to approve a merger or sale contained in a voting agreement among sophisticated stockholders in a Delaware general corporation was not facially invalid.
The Legal Intelligencer | Commentary
By Andrew C. Kassner and Joseph N. Argentina Jr. | July 6, 2023
In recent years, as extensive pre-bankruptcy planning has evolved, bankruptcy filings frequently involve affiliates of larger companies, engineered with a structuring of liabilities in mind. This is especially relevant in the area of mass tort litigation. The question of whether these targeted filings are for a legitimate bankruptcy purpose or should be dismissed has been the subject of significant high-profile litigation.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | July 5, 2023
In this stockholder derivative action, the plaintiff claimed that the defendants—members of Tesla's board of directors—breached their fiduciary duties by awarding themselves excessive and unfair compensation between 2017 and 2020.
The Legal Intelligencer | Commentary
By Alexis Leventhal, Richard Tannenbaum and Victoria Smith | June 29, 2023
Article 9 of the Uniform Commercial Code (UCC) governs secured transactions, and Part 6 of this article governs the rights and duties of the parties in the event of default. In the event of default by a debtor, a secured party may repossess the collateral and dispose of it through a sale, lease, license, or other form of disposition.
Delaware Business Court Insider | Commentary
By Cliff C. Gardner and Andrew Kinsey | June 28, 2023
In Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, Vice Chancellor Laster mostly denied motions to dismiss claims against officers and directors of Walmart for allegedly causing Walmart to fail to comply with the Controlled Substances Act and a settlement between it and the DEA related to Walmart's handling of opioid prescriptions.
By Amy Han and Michelle Armond | June 21, 2023
A recent shift might make the Central District a venue with strategic importance for patent owners, according to Amy Han and Michelle Armond of Armond Wilson.
By Stephen Blake and Marissa Lambert | June 16, 2023
Corporate counsel must think careful about the rules of privilege and take proactive steps to ensure that proper protections are in place to avoid after-the-fact surprises, according to Simpson Thacher & Bartlett's Stephen Blake and Marissa Lambert.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | June 14, 2023
Writing for the court en banc, Justice Karen L. Valihura explained why the stockholder-plaintiffs' arguments did not undermine the Court of Chancery's conclusions as to either "fair dealing" or "fair price."
Delaware Business Court Insider | Commentary
By Robert B. Greco | June 14, 2023
A recent opinion from the U.S. Bankruptcy Court for the District of Delaware, In re CII Parent, provides helpful guidance on drafting proxies and highlights potential pitfalls for the unwary, including in relation to the proxyholder's power to execute and deliver stockholder consents.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | June 7, 2023
Against a lengthy procedural backdrop, the Supreme Court held that unused leave to transfer a case does not divest the original court of jurisdiction, reaffirmed the trial courts' broad discretion in deciding motions to dismiss pursuant to Rule 41(a)(2), and confirmed that forum non conveniens does not apply when parties have contracted for a specific forum to resolve their disputes.
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