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Verizon headquarters

Court Finds Verizon's Insurers Liable for Up to $48M in Legal Fees

By Greg Land |

A ruling unsealed by a Delaware judge says that Verizon Communications is due what it claims are more than $48 million in attorney fees and expenses accrued successfully defending a lawsuit filed against the telecom giant after it spun off a subsidiary that later went bankrupt.

Del. Supreme Court Revives Challenge to $1B Pipeline Buyback

By Tom McParland |

The Supreme Court of Delaware Monday, in a decision reversing the Delaware Court of Chancery, rejected its own rigorous bad-faith pleading standard in a case involving a plaintiff's challenge to a conflicted transaction by a master limited partnership.

J. Travis Laster.

Laster Says Surveillance Docs Must Be Produced in Suit Over Control of Energy Co.

By Tom McParland |

Vice Chancellor J. Travis Laster on Monday panned as "not credible" William I. Koch's attempts to avoid turning over documents in a pitched battle over the future of Koch's Oxbow Carbon and ordered the billionaire to produce surveillance records and other information to minority investors fighting to sell their holdings.

gavel and money

Ousted General Partner Not a Limited Partner After Ouster, Del. Supreme Court Says

By Tom McParland |

The Delaware Supreme Court ruled March 10 that a former general partner did not convert to a limited partner when forced out of a limited partnership, and was only entitled to a fraction of the compensation it sought from the company in a buyback of its interest.

Patricia A. Winston and Edward McNally, of Morris James

The Perils of Advancement

By Edward M. McNally and Patricia A. Winston |

There is perhaps one single obligation that most aggravates corporate boards of directors: Paying your opponent's legal fees when you are convinced he has done you wrong. How then is that not just possible, but a regular occurrence?

Questions Over Energy Company's Partnership Unit Issuances Headed to Trial

By Tom McParland |

Vice Chancellor Sam Glasscock III is leaving for trial open questions regarding the propriety of partnership unit issuances Energy Transfer Equity made in the run-up to its since-scuttled merger with The Williams Cos. Inc.

James L. Hallowell and Lauren M. Sager

Justice Holland's Lasting Imprint on Corporate Law

By James L. Hallowell and Lauren M. Sager |

In early February, Justice Randy Holland, the longest-tenured member of the Delaware Supreme Court, announced his plans to retire at the end of March.

Philip R. Shawe is an owner and the innovation behind the largest translation company TransPerfect. (wikimedia)

Attorneys to Seek Shareholder Meeting to Resolve TransPerfect Conflict

By Tom McParland |

Attorneys for Philip R. Shawe are preparing to ask the Delaware Court of Chancery to order a shareholder meeting to elect a new slate of directors for TransPerfect Global Inc., to avoid a court-ordered sale of the profitable translation-service company, Shawe's lawyer said on Thursday.

gavel

Merger Wipes Out Ex-Shareholder's Right to View Books and Records

By Tom McParland |

A former stockholder in Monster Worldwide Inc. lost standing to inspect corporate books and records, when the job-search service was acquired by a global human resources firm, the Delaware Court of Chancery ruled Monday.

Teva Pharmaceuticals.

Stark Green Lights Infringement Claims Against Teva

By Tom McParland |

Teva Pharmaceuticals could not escape a patent infringement suit Monday, after a Delaware federal judge found there was enough evidence to suggest that the Israel-based generic drugmaker had tried to usurp the market for treating a disease without the proper approval.

LONDON - MAY 21: IBM logo on the IBM Client Centre building on May 21, 2013 in London, UK. IBM is an American multinational technology and consulting corporation.

Federal Circuit Upholds Dismissal of Infringement Case Against IBM

By Tom McParland |

The U.S. Court of Appeals for the Federal Circuit has upheld a Delaware judge's ruling that a lack of clarity in claims for a patent covering anti-malware software doomed a company's infringement case against IBM.

And Then There Were Three: Del.'s Judge Robinson Set to Retire

By Alan R. Silverstein and Stephanie E. O'Byrne |

On Feb. 3, Judge Sue L. Robinson, the longest-serving member of the U.S. District Court for the District of Delaware (and the district judge with the second-highest number of patent cases assigned on a per judge basis in the country) acquired another title—that of senior judge.

Richard Clifton, Michelle Friedland, and William Canby.

In Travel Ban Appeal, Judges Don't Accept 'We’re in a Rush' Excuse

By Scott Graham |

Lawyers prepared for Tuesday's Ninth Circuit arguments under extreme time pressure. But the judges wouldn't cut them any breaks.

Del. Supreme Court Upholds ETE's Exit From Williams Merger

By Tom McParland |

Over a strong dissent from its chief justice, the Delaware Supreme Court late Thursday upheld a vice chancellor's decision to allow Energy Transfer Equity to walk away from a once-promising merger with The Williams Cos. Inc. by a 4-1 vote.

Stephen Plotnick and Alexander Malyshev.

New York's LLC Law Fosters Greater Certainty for Members and Their Rights

By Stephen M. Plotnick and Alexander G. Malyshev |

The LLC form is often favored because it offers a great deal of flexibility in how a business is to be governed and operated day-to-day.

Brett McCartney

Chancery Appoints Custodian to Dislodge Board Deadlock

By Brett M. McCartney |

Delaware law entrusts the management of a corporation to its board of directors. Not surprisingly, circumstances arise where a consensus among directors cannot be reached on major decisions impacting a company.

Strine Approves Attorney Fees for Aggrieved Noteholders

By Tom McParland |

The Delaware Supreme Court on Monday ruled noteholders who had secured warrants after an issuer defaulted on the debt are entitled to attorney fees. In so holding the high court reversed the Delaware Court of Chancery.

Vice Chancellor Joseph Slights.  Courtesy photo

Slights Awards Former CFO $1.8M in Indemnification Suit

By Tom McParland |

The Delaware Court of Chancery on March 3 awarded a former officer of OptimisCorp $1.8 million to cover the cost of successfully defending allegations that he had plotted to remove a physical services company's chief executive back in 2012.

Google offices in Mountain View.

$5.5M Settlement Approved in Google Cookie Class Action

By Tom McParland |

A Delaware federal judge on Thursday gave final approval to a $5.5 million settlement between Google Inc. and a nationwide class of plaintiffs that had challenged the tech giant's practice of overriding cookie blockers to access users' internet history information.

Office Depot employee Derek Richardson straightens shelf items in the company's Tallahassee, Fla. store, Thursday, July 27, 2006.

Court Tosses Challenge to Del. Unclaimed Property Collection

By Tom McParland |

A Delaware federal judge has once again dismissed a challenge to the state's method for collecting unclaimed property, saying a company could not plausibly claim the scheme was pre-empted by federal law.

James H.S. Levine, Joanna J. Cline, Douglas D. Herrmann and Christopher B. Chuff

Limited Application Fee-Shifting Bylaw Violates DGCL

By James H.S. Levine, Joanna J. Cline, Douglas D. Herrmann and Christopher B. Chuff |

In a legislative response to a Delaware Supreme Court ruling, a new statute limiting the effect of fee-shifting bylaws became effective on Aug. 1, 2015.

Barry M. Klayman and Mark E. Felger

Directors Are Public Figures for Election-Related Communications Among Investors

By Barry M. Klayman and Mark E. Felger |

In a case of first impression in Delaware, Vice Chancellor J. Travis Laster held that directors of a corporation, plaintiffs in a defamation action, were public figures for the limited purpose of election-related communications among the company's investors.

U.S. District Judge Sue Robinson of Delaware

Robinson Lets Common-Law Fraud Claims Stand in Fisker Litigation

By Tom McParland |

A Delaware federal judge on Tuesday let stand common-law fraud claims in a securities fraud suit accusing Fisker Automotive Holdings Inc. executives of withholding important information regarding the state of the now-bankrupt hybrid car company's business.

Law, Legislation, Document.

Bill Addressing Foreign LLCs Comes From Outside Channel

By Tom McParland |

A Delaware lawmaker has rekindled a legislative effort to tighten statutes governing the formation and oversight of foreign limited liability companies, a move that has again put him and other reform advocates at odds with attorneys and state officials.

Andre Bouchard, Chancellor of the Chancery Court of Delaware.

Bouchard Won't Speed Appeal in Case Over Fee-Shifting Bylaw

By Tom McParland |

Delaware Court of Chancery Chancellor Andre G. Bouchard has denied an expedited appeal of a ruling that struck down a company's fee-shifting bylaw, likely delaying for now the first Supreme Court showdown over the scope of Delaware's ban on the corporate provisions.

Teva Pharmaceuticals.

Teva Patents for MS Drug Ruled Invalid as Obvious

By Tom McParland |

A Delaware federal judge has ruled four patents held by Teva Pharmaceuticals invalid as obvious, potentially clearing a path for competitors to bring generic versions of the company's multiple sclerosis drug to market.

Bankruptcy Judge Approves Energy Future Reorganization Plan

By Tom McParland |

A Delaware bankruptcy judge has approved a restructuring plan that sets the stage for Dallas-based Energy Future Holdings Corp. to settle a dispute with creditors owed $800 million in make-whole payments.

Brian Arbetter and Samantha Beltre

Employer Tips for Minimizing Risks of Independent Contractors

By Brian Arbetter and Samantha Beltre |

In today's varying economic climate, many employers are using and misusing the concept of independent contractor to engage individuals to perform services.

Albert Manwaring of Morris James

Stockholder Merger Vote Sets High Bar for Post-Closing Claims

By Albert H. Manwaring IV |

A Delaware Supreme Court decision reaffirmed the power of fully-informed, uncoerced, disinterested stockholder approval to immunize M&A transactions against stockholder challenge.

For TransPerfect-Aligned Group, a Legislative Waiting Game

By Tom McParland |

After meeting this month with an influential panel of lawyers, a group backed by TransPerfect employees is seeking to have its own legislative proposal included in a forthcoming package of proposed amendments to Delaware's General Corporation Law.

Barry M. Klayman and Mark E. Felger

Dollar Cap on Committee Professional Fees Under Confirmed Plan

By Barry M. Klayman and Mark E. Felger |

U.S. Bankruptcy Judge Christopher S. Sontchi has held that absent specific language in a debtor-in-possession financing order, a carve-out for a fixed dollar amount for professional fees does not serve as a cap on the amount of fees to which a professional may be entitled once a Chapter 11 plan is confirmed.

Philip R. Shawe is an owner and the innovation behind the largest translation company TransPerfect. (wikimedia)

Del. Supreme Court Upholds Forced Sale of TransPerfect

By Tom McParland |

On a 4-1 vote, the Delaware Supreme Court late Monday upheld the Delaware Court of Chancery's order to force the sale of TransPerfect Global Inc., a profitable translation-services company deadlocked by tensions between its warring owners.

Dupont headquarters at Chestnut Run Plaza.

DuPont, Chemours Agree to $670M Settlement in Water Pollution MDL

By Tom McParland |

DuPont and Chemours Co. have agreed to pay $670.7 million to settle 3,550 lawsuits in multidistrict litigation related to the supposed dumping of a toxic chemical, known as C8, into the Ohio River near a former DuPont factory in West Virginia.

Judiciary Report Shows High Court Work Rate Up, Chancery Less Burdened

By Tom McParland |

The Delaware judiciary's annual report for 2016 showed a split in workload between the state's two most influential courts on Tuesday, the same day Delaware's chief justice made his final budget pitch to lawmakers.

Gabrielle Levin

Effect of Director Relationships on Director Independence

By Gabrielle Levin |

A recent decision from the Delaware Supreme Court ihighlights the potential impact that directors' business and financial arrangements can have on their independence in the context of considering shareholder demands on the board.

patent stamp

Eastern Texas Still Patent Case Champ, According to Lex Machina Data

By Scott Graham |

Overall patent filings dropped in 2016, a trend analysts attributed to a change in federal pleading requirements in December 2015.

Stockholder Denied Access to Tesla's Books and Records

By Tom McParland |

The Delaware Court of Chancery has refused to open the books of electric carmaker Tesla Motors Inc. to a stockholder who accused the company of fabricating explanations for failing to meet its sales and production benchmarks.

Lewis H. Lazarus

Court Dismisses Derivative Action in Stockholder's Litigation Demand

By Lewis H. Lazarus |

The Delaware courts have been critical of litigants who bring derivative claims without first seeking books and records.

Sergey Aleynikov, left, exits Manhattan federal court with his attorney, Kevin Marino, in February 2012.

Pair of NY Rulings Create Fresh Uncertainty for Ex-Goldman Sachs Programmer

By Tom McParland |

In the span of just four days, Sergey Aleynikov, the former Goldman Sachs programmer accused of stealing the investment bank's valuable source code, was hit with a pair of rulings that once again call into question the 46-year-old's legal fate and threaten to further complicate his already protracted fight to secure defense fees from his former employer.

Vice Chancellor Sam Glasscock III.

Glasscock Sends Question of Advancement Rights to Arbitration

By Tom McParland |

The Delaware Court of Chancery has sent to arbitration an advancement dispute stemming from the messy wind down of a hedge fund during the 2008 financial crisis, finding an agreement between the firm and its investors had overcome the presumption that the court should decide the matter of substantive arbitrability.

Rite Aid Not Required to Fund Ex-GC's Bid to Overturn Conviction

By Tom McParland |

The Delaware Supreme Court has rejected a former Rite Aid Corp. executive's bid to use a collateral attack on a final ruling to extend the period in which he could recover attorney fees from his former employer.

Justices Weigh Whether Company Must Pay for Ex-GC's Collateral Attack on Conviction

By Tom McParland |

In a long-standing row over indemnification, the Delaware Supreme Court is considering whether a collateral attack after a final ruling on direct appeal extended the period in which a former executive could seek attorney fees from his former employer.

Stark Strikes Intellectual Ventures' Infringement Contentions Ahead of Trial

By Tom McParland |

In a recently unsealed order, a Delaware federal judge last week chipped away at some of Intellectual Ventures' infringement contentions against AT&T Mobility, finding that the plaintiff had not provided adequate notice for its literal infringement theory for a patent.

Nathaniel J. Stuhlmiller

Applying 'Corwin' to Mergers and Irrebutable Presumption of Business Judgment Rule

By Nathaniel J. Stuhlmiller |

In Corwin v. KKR Financial Holdings,, the Delaware Supreme Court held that the business judgment rule applies to any merger not subject to entire fairness review that has been approved by a fully informed, uncoerced vote of disinterested stockholders.

Joseph M. McLaughlin and Yafit Cohn

Director Independence to Consider Pre-Suit Demand

By Joseph M. McLaughlin and Yafit Cohn |

A recent Delaware decision again signals those courts will closely scrutinize personal and business relationships that are asserted as compromising a director's ability to consider a pre-suit demand impartially.