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WT Representative LLC v. Philips Holdings USA Inc.
Publication Date: 2024-09-03
Practice Area: Mergers and Acquisitions
Industry: Biotechnology | Manufacturing
Court: Court of Chancery
Judge: Chancellor Wallace
Attorneys:
For plaintiff: C. Barr Flinn, Paul J. Loughman, Michael A. Carbonara, Jr., Young Conaway Stargatt & Taylor LLP, Wilmington, DE, Eric Leon, Latham & Watkins LLP, New York, NY, Nathan A. Sandals, Latham & Watkins LLP, Boston, MA for plaintiff.
For defendant: Patricia L. Enerio, Emily A. Letcher, Heyman Enerio Gattuso & Hirzell LLP, Wilmington, DE, Laurence A. Schoen, Breton Leone-Quick, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, MA for defendant.
Case number: 2024-0170 PRW

Plaintiff reasonably interpreted parties' merger agreement as merely requiring FDA approval of the medical device system to secure milestone payment without reference to specific size variations of the product.

Sunstone Partners Mgmt., LLC v. Snyopsys, Inc.
Publication Date: 2024-08-27
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory | Software
Court: Court of Chancery
Judge: Chancellor Wallace
Attorneys:
For plaintiff: Rudolf Koch, Nicholas F. Mastria, Richards, Layton & Finger P.A, Wilmington, DE; Adam Slutsky, Godwin Proctor, LLP, Boston, MA for plaintiff.
For defendant: Tammy L. Mercer, Jillian A. Tyson, Young Conaway Stargatt & Taylor, LLP Wilmington, DE; N. Thomas Connallly, III, Christopher T. Pickens, Patrick T. Michael, and Samuel W. Yergin, Hogan Lovells US LLP, Tysons, VA for defendant.
Case number: 2024-0261-PRW

Court found no breach of an exclusivity provision in a letter of intent where the provision merely prohibited soliciting proposals for a sale of the subject business, rather than communications about a potential transaction, and announcing consideration of strategic alternatives did not rise to the level of a firm solicitation.

E. Wholesale Fence LLC v. Hudson
Publication Date: 2024-08-27
Practice Area: Mergers and Acquisitions
Industry: Distribution and Wholesale | Manufacturing
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys:
For plaintiff: Daniel M. Silver, Benjamin A. Smyth, Maliheh Zare, McCarter & English, LLP, Wilmington, DE for plaintiff.
For defendant: Elisabeth S. Bradley, Y. Carson Zhou, Alan C. Cardenas-Moreno, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE for defendant.
Case number: 2023-1176-KSJM

Court stayed breach of restrictive covenant action pending further proceedings in separate action that likely would have overlapping factual and legal issues.

August 01, 2024 | Delaware Business Court Insider

Del. Supreme Court Rules Out Earn-Out Violation Claims as Premature

The case may be the first earn-out dispute to be dismissed for lack of ripeness.
3 minute read
Pearce v. NeueHealth, Inc.
Publication Date: 2024-07-30
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory
Court: Delaware Superior Court
Judge: Judge Rennie
Attorneys:
For plaintiff: Carmella P. Keener, Cooch and Taylor, P.A., Wilmington, DE; David W. Asp, Joseph C. Bourne, R. David Hahn, Lockridge Grindal Nauen P.L.L.P., Minneapolis, MN; Anne T. Regan, Nathan D. Prosser, Hellmuth & Johnson PLLC, Edina, MN for plaintiffs.
For defendant: Emily V. Burton, Cheol W. Park, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Jan M. Conlin, Heather M. McElroy, Patrick A. Cochran, Ciresi Conlin LLP, Minneapolis, MN for defendant.
Case number: N23C-09-005 SKR CCLD

Forward-looking projection could constitute actionable fraud where plaintiffs adequately alleged that the projection was a complete fabrication as defendants lacked the data necessary to calculate a reasonable projection and thus likely fabricated the figures underpinning the projection.

In re: BYJU's Alpha, Inc.
Publication Date: 2024-07-30
Practice Area: Bankruptcy
Industry: Investments and Investment Advisory
Court: U.S. District Court of Delaware
Judge: District Judge Noreika
Attorneys:
For plaintiff: Pieter Van Tol, Christoper R. Bryant, Elizabeth Carter, Hogan Lovells US, LLP, New York, NY; David Massey, Hogan Lovells US, LLP, Miami, FL; Evan T. Miller, Saul Ewing LLP, Wilmington, DE; Turner N. Falk, Saul Ewing LLP, Philadelphia, PA for appellants.
For defendant: Susheel Kirpalani, Benjamin Finestone, William B. Adams, Daniel Holzman, Jianjian Ye, Quinn Emanuel Urquhart & Sullivan LLP, New York, NY; Robert S. Brady, Kenneth J. Enos, Jared W. Kochenash, Timothy R. Powell, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; George W. Hicks, Jr., Kirkland & Ellis LLP, Washington, DC; Seth M. Cohen, Kirkland & Ellis LLP, San Francisco, CA; Patrick J. Nash, Jr., Kirkland & Ellis LLP, Chicago, IL; Brian Schartz, Kirkland & Ellis LLP, New York, NY; Laura Davis Jones, Peter J. Keane, Pachulski Stang Ziehl & Jones LLP, Wilmington, DE for appellees.
Case number: 2410140 (JTD)

Court denied stay of bankruptcy court contempt and preliminary injunction orders pending appeal where defendants were unlikely to succeed on the merits of their claims against the orders and where the orders would not irreparably harm defendants by requiring them to produce ordered discovery or merely preventing them from transferring or using claimed funds under their control.

Gurney-Goldman v. Goldman
Publication Date: 2024-07-30
Practice Area: Corporate Governance
Industry: Real Estate
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys:
For plaintiff: Michael A. Barlow, Quinn Emanuel Urquhart & Sullivan, LLP, Wilmington, DE; S. Michael Blochberger, Abrams & Bayliss LLP, Wilmington, DE; Michael B. Carlinsky, David E. Myre, Ryan A. Rakower, Caitlin E. Jokubaitis, Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY; Paul J. Loughman, Robert M. Vrana, Michael A. Laukaitis II, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Mitchell Geller, Jasmine S. Chean, Holland & Knight LLP, New York, NY for plaintiffs.
For defendant: Rudolf Koch, Daniel E. Kaprow, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE; Jason Cyrulnik, Paul Fattaruso, Cyrulnik Fattaruso LLP, New York, NY for defendant.
Case number: 2023-1124-JTL

Lack of formal identification of managers meant that LLC operating family business was a member-managed entity, although deceased family member's LLC interest became an assignee interest held by his estate.

July 19, 2024 | Law.com

Smartmatic, Newsmax at War Over Witnesses in Lawsuit Over Election Defamation

Hundreds of filings in June and July have been made in connection with the motions to block expert testimony. Meanwhile, both sides have filed motions for summary judgment that haven't been decided, and both have moved for the other to be sanctioned or held in contempt.
2 minute read
July 19, 2024 | Delaware Business Court Insider

Smartmatic, Newsmax at War Over Witnesses in Lawsuit Over Election Defamation

Hundreds of filings in June and July have been made in connection with the motions to block expert testimony. Meanwhile, both sides have filed motions for summary judgment that haven't been decided, and both have moved for the other to be sanctioned or held in contempt.
2 minute read
July 17, 2024 | Delaware Business Court Insider

Attorneys No Longer Need to Wait for Chancery Order to File Confidentially

The change to Rule 5.1 is included in the second tranche of amendments to Chancery rules Chancellor Kathaleen St. J. McCormick has approved as part of a project revising the court's rules to realign with Delaware case law and statutes as well as federal rules.
3 minute read

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