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Former stockholder plausibly alleged fiduciary claims against controller as it received non-ratable benefit from sale of the company and attempted to induce minority stockholders to waive any fiduciary claims to receive their merger consideration.
Court enforced memorandum of settlement as parties' settlement agreement where it contained all material terms to resolve the parties' dispute and any remaining terms for a final settlement agreement were ancillary or non-material.
Court denied summary judgment on breach of contract claims where there was a factual dispute over whether defendant's customers participating in savings card and price-match programs fell within the scope of the parties' contracts for prescription drug reimbursements.
Although LLC agreement entitled member to continued economic distribution rights after Holdco distributed the shares it held in its subsidiary, the subsidiary was not an indispensable party where its manager and preferred members were already parties to the action and had authority to amend the subsidiary's LLC agreement.
Motion for continued confidential treatment of petition to vacate arbitration award denied where there was nothing inherently confidential about arbitration and court was not bound by the parties' stipulated protective order during their arbitration.
Court declined to dismiss patent infringement case at pleadings stage due to lack of patent-eligible subject matter where patent claims appeared to describe new method of electronic data management solving existing problems of flexibility and portability between databases, which constituted an inventive concept beyond the abstract idea of managing data.
The court affirmed the trial court's ruling that an irrevocable proxy did not run with majority shares and dismissed appellant's arguments that the court improperly relied on "extrinsic" evidence contained in the proxy's addendum as well as the Third Restatement, finding that the addendum fell within the proxy's four corners and that the law cited from the Third Restatement accurately reflected the same legal principles that were in place at the time the proxy was established.
Defendants' ANDA did not result in liability for infringement of patent claims that the court found invalid as obvious based on the combined teachings of the prior art.
Court accepted plain and ordinary meaning of disputed patent terms where extrinsic evidence showed that the term constituted a term of art showing that the claimed invention had a release profile different from immediate release or other prior art.
The court found for plaintiff stockholders who sought a specific performance order compelling a corporation's former CEO to release funds which were held in an escrow account.
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