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

Custodian's Attorney Declares Mediation Dead in TransPerfect Dispute

By Tom McParland |

An attorney for the court-appointed custodian in the TransPerfect dispute said in a court filing that a month of mediation between the firm's warring co-founders has failed, a development that sets up the possibility of key court rulings as the company accelerates toward a court-ordered sale.

Roku, Inc. Headquartered in Los Gatos, CA.

Roku Sued in Del. Over Media-Streaming Product Line

By Tom McParland |

A patent infringement suit against media-streaming service Roku Inc. has made its way to Wilmington, after a Texas judge last week ruled that Delaware federal court was the proper place to litigate the claims in light of the U.S. Supreme Court's landmark ruling issued earlier this year in TC Heartland.

U.S. District Judge Sue Robinson of Delaware

Robinson Denies Injunction in Hair Care Infringement Dispute

By Tom McParland |

A Delaware federal judge on Thursday blocked a bid to halt L'Oreal from selling a line of hair care products, ruling that a competitor and one-time acquisition target was unlikely to prove that the cosmetics giant had infringed on the patent underlying its innovative hair treatment system.

TransPerfect Says Ex-Employees Lack Standing to Sue Over Data Breach

By Tom McParland |

Employees of TransPerfect Global who said they faced "increased risk" of identity theft after their personal information was stolen in a January 2017 data breach lack standing to sue because they had not suffered an actual or impending injury, attorneys for the company said last week in filings in New York federal court.

GlaxoSmithKline headquaters.

GlaxoSmithKline Tells Court It Aims to Seek Enhanced Damages in $235M Patent Case

By Tom McParland |

GlaxoSmithKline told a Delaware federal judge on Monday that it will seek enhanced damages on a $235 million verdict against Teva Pharmaceutical for willfully infringing a patent for its hypertension drug Coreg.

Gregory Sleet

Del. Judge Rules ‘TC Heartland’ Did Not Change Law for Venue

By Tom McParland |

Delaware's federal court on Wednesday joined several district courts across the country in ruling that the U.S. Supreme Court's TC Heartland decision did not change the law governing where patent infringement cases can be filed, a blow to defendants looking to transfer cases.

Humvee.

Slights Knocks Renco for Reargument Motion in Humvee Spat

By Tom McParland |

The Delaware Court of Chancery on Tuesday denied The Renco Group Inc.'s latest motion for reargument in a lawsuit over the distribution of nearly $73 million in profits generated by a joint venture to make Humvees, criticizing the firm for what it said has become a "pattern" in five years of litigation.

K. Tyler O’Connell

High Court Resolves $2B 'True Up' Dispute Against Acquirer

By K. Tyler O'Connell |

A recent Delaware Supreme Court decision resolved a $2 billion post-closing dispute about the interplay between common features of acquisition agreements.

Company's Stock Revocation Fails to Foil Books-and-Records Suit

By Tom McParland |

A stockholder and former employee who was forced out of a startup company providing cloud-based temperature monitoring may examine the firm’s books and records, the Delaware Court of Chancery ruled Tuesday, rejecting arguments that his status had been properly rescinded.

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

Bouchard Sends TransPerfect Dispute to Mediation With Ex-Chancellor

By Tom McParland |

Delaware Court of Chancery Chancellor Andre G. Bouchard may have seen an opening to resolve protracted litigation over the future of TransPerfect Global Inc. when he surprised the parties last week by ordering the long-running dispute to mediation before his predecessor, Delaware lawyers said Monday.

Former Cypress CEO Secures Order for Added Disclosures Ahead of Stockholder Vote

By Tom McParland |

The Delaware Court of Chancery on Thursday postponed the annual stockholder meeting of Cypress Semiconductor Inc. and ordered the company to make additional disclosures related to alleged conflicts of interest on its board.

Planned Exit From Cookie Contract Was Half-Baked, Bouchard Rules

By Tom McParland |

The Delaware Court of Chancery on Monday ruled that Interbake Foods could not rely on its "material adverse change" argument to escape a contract to market cookies for Mrs. Fields Brands Inc. at grocery and convenience stores.

Chancery Court Blocks Use of Business Judgment Rule in Derivative Suit

By Tom McParland |

The Delaware Court of Chancery has blocked the directors of the biotechnology firm Sorrento Therapeutics Inc. from invoking business judgment protections to guard against derivative claims that they used two schemes to siphon value away from the company and into their own pockets.

New Lawsuit Challenges Tribune's $3.9B Sale to Sinclair

By Tom McParland |

A shareholder in Tribune Media Co. has filed a new class action complaint in Delaware federal court, alleging that a proposed $3.9 billion merger with Sinclair Broadcast Group Inc. undervalued the Chicago-based conglomerate and boxed other potential buyers out of the bidding process.

Brett McCartney

Chancery Holds That Deal Price Is Fair Value in Massive Appraisal Fight

By Brett M. McCartney |

In In re Appraisal of PetSmart, one of Delaware's largest appraisal litigations in history, the Delaware Court of Chancery held that the deal price in PetSmart Inc.'s going-private transaction was the best evidence of fair value.

Albert Manwaring of Morris James

Structural Coercion in Stockholder Vote to OK Transaction Negated Cleansing Effect Under 'Corwin'

By Albert H. Manwaring IV |

Under a Delaware Supreme Court's decision, business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an uncoerced, fully informed, disinterested stockholder vote.

James S. Green Jr

'TC Heartland': High Court Reverses 30 Years of Patent Venue Law

By James S. Green Jr. |

In a highly anticipated opinion that many observers expect will have a significant impact on patent litigation, the U.S. Supreme Court unanimously ruled that a domestic corporation resides only in its state of incorporation for purposes of patent venue.

Edward M. McNally

How to Open the Door to Chancery

By Edward M. McNally |

Sometimes more is not a good idea. That is the case when a complaint alleges multiple bases to invoke the jurisdiction of the Delaware Court of Chancery, but still fails to sustain that subject matter jurisdiction.

AmTrust Faces New Suit Over Alleged False Accounting Scheme

By Tom McParland |

Two Florida-based pension funds have enlisted attorneys from Grant & Eisenhofer in a Delaware derivative suit accusing the directors of AmTrust Financial Services Inc. of enabling a massive scheme to report false financials.

Bristol-Myers Squibb

Access to Plaintiff-Friendly Jurisdictions Constrained in 'Game-Changing' SCOTUS Ruling

By Amanda Bronstad |

Monday's landmark decision by the U.S. Supreme Court in "Bristol-Myers Squibb v. Superior Court of California" has already had a massive impact.

Aric Wu

Court: Certificate of Incorporation Doesn't Grant Preferred Stockholders Liquidation Preference

By Aric H. Wu |

A recent Chancery Court decision illustrates that courts are reluctant to imply preferred stockholder rights that are not clearly set forth in the documents containing the preferred stock terms.

Candidates Backed by Ex-CEO Elected to Cypress Board

By Tom McParland |

Stockholders in Cypress Semiconductor Corp. voted Tuesday to install two directors backed by the firm's founder and former chief executive in a bitter proxy fight that spawned two lawsuits in the Delaware Court of Chancery.

Eliquis.

Attorney Pushes Removal Before Service Argument in Eliquis Dispute

By Tom McParland |

An attorney representing plaintiffs in consumer lawsuits against Bristol-Myers Squibb and Pfizer Inc. is contesting the drugmakers' quick removal of the cases from state to federal court, setting the stage for a showdown over an issue that has divided federal judges and created a rift on Delaware's district court.

DBCI Seeks Your Feedback

By Zack Needles |

There is nothing more important to us than giving our Delaware Business Court Insider readers what they want, and delivering it in the most efficient and engaging way possible.

Ryan C. Cicoski and Jesse L. Noa

Recent Order Highlights Push for Trial Experience for New Attorneys

By Ryan C. Cicoski and Jesse L. Noa |

A 2017 standing order from U.S. Magistrate Judge Christopher Burke of the District of Delaware is part of an uptick in federal judges encouraging the participation of newer attorneys at trial.

Mezzanine Debt Versus Preferred Equity

By David Broderick and Brian Donnelly |

Mezzanine Debt versus Preferred Equity: which investment structure is utilized by the subordinate capital provider is often determined by the regulatory and other circumstances and objectives of the senior lender and not the preferences of the subordinate capital provider.

Laster Rejects Challenge to Sprint-Clearwire Deal

By Tom McParland |

The Delaware Court of Chancery on Friday rejected a shareholder challenge to Sprint Corp.'s $3.6 billion takeover of Clearwire Corp., ruling that a bidding war over the telecommunications operator had pushed the price to more than twice its fair value.

Gregory Herrman

Observations in the Wake of Narrowing of Patent Venue in 'TC Heartland'

By S. Gregory Herrman |

In a recent unanimous decision that is still reverberating throughout the patent litigation world, the U.S. Supreme Court reversed the U.S. Court of Appeals for the Federal Circuit's broad interpretation of the patent venue statute, limiting a corporation's residence for the purpose of venue in patent cases to "only the state of incorporation."

Amgen Inc. headquarters.

Amgen Asks for Injunction in Patent Row

By Tom McParland |

Amgen Inc. has asked a Delaware federal judge to temporarily block Hospira Inc. from bringing a biosimilar version of its anemia-fighting drug Epogen to market, saying the competitor failed to provide the company proper notice under a 2010 law.

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

TransPerfect-Linked Group Seeks Access to Custodian Expenses

By Tom McParland |

A group backed by employees of TransPerfect Global Inc. is pressing the Delaware Court of Chancery to release details of how the custodian overseeing the company's court-ordered sale has spent more than $18 million in fees and expenses.

Barry M. Klayman and Mark E. Felger

Court Lacks Personal Jurisdiction Over Nonresident Blogger, Website Host

By Barry M. Klayman and Mark E. Felger |

The Delaware Superior Court has ruled on an issue over an allegedly defamatory article that caused injury to a Delaware corporation hosted on a website outside of Delaware.

Takata airbag components presented before a U.S. Senate Committee on Commerce, Science, and Transportation at a hearing on Nov. 20, 2014.

Weil Grabs Bankruptcy Wheel for Ailing Air Bag Maker Takata

By Brian Baxter |

Japanese auto parts manufacturer Takata Corp. has turned to Weil, Gotshal & Manges and two other firms as it pursues a $1.6 billion sale to Key Safety Systems Inc.

Delaware Supreme Court Building

Bouchard Orders Pa. Pharma Services Firm to Turn Over $4.6M Tax Refund

By Tom McParland |

The Delaware Court of Chancery has ordered a Pennsylvania-based pharmaceutical-support services firm to turn over a $4.6 million tax refund that it had withheld from a deal partner.

Damages for Apple iPhone Infringement Bumped Up to $8.9M

By Tom McParland |

Apple Inc. has been ordered to pay nearly $9 million in damages for infringing a ring-silencing patent with technology it incorporated into earlier versions of the iPhone.

Barry M. Klayman and Mark E. Felger

Standing in Foreclosure Actions Requires Holding Both Mortgage and Note

By Barry M. Klayman and Mark E. Felger |

A divided Delaware Supreme Court recently held that a mortgage assignee must be entitled to enforce the underlying obligation that the mortgage secures in order to foreclose on the mortgage.

Adam H. Offenhartz, Jefferson E. Bell and Anna Karamigios

When Do Derivative Claims "Survive" Mergers—'Massey II' Adds Clarity

By Adam H. Offenhartz, Jefferson E. Bell and Mark H. Mixon Jr. |

M&A practitioners are regularly faced with the question of whether derivative claims will survive a merger after which the plaintiff will no longer be a stockholder.

Lewis H. Lazarus

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

By Lewis H. Lazarus |

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing.

Albert H. Manwaring IV

Structural Coercion Negated Cleansing Effect Under 'Corwin'

By Albert H. Manwaring IV |

Under the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an uncoerced, fully-informed, disinterested stockholder vote.

Executive Board Chairman Resigns Amid Cypress Proxy Fight

By Tom McParland |

The executive chairman of the Cypress Semiconductor Corp. board has resigned amid allegations linking him to one of the company's top competitors, a move that sets up the possibility of total victory for the firm's founder and former chief executive in a heated proxy fight that has spilled into the Delaware Court of Chancery.

Rupert M. Barkoff

Franchisees Sitting on My Board? Never!

By Rupert M. Barkoff |

Franchising columnist Rupert M. Barkoff writes: There are many situations today where a group or a constituency wants to make sure that it has a voice at the decision-making table by having a representative on its franchisor's board of directors—a so-called "constituency director." Is this a good or bad idea?

J. Caleb Boggs Federal Courthouse in Wilmington, DE. May 17, 2014. Photo by Diego M. Radzinschi/THE NATIONAL LAW JOURNAL.

Del. Federal Court Backlog Grows, Despite Efficiency Measures

By Tom McParland |

The number of civil cases lingering on the dockets of Delaware's federal judges is on the rise, according to a report released last week by the Administrative Office of the U.S. Courts. However, the report also indicated that the state's federal judges are continuing to rule more quickly on the motions before them, at a pace well above the national average.

patent stamp

Texas Judge Sets Patent Venue Test for a Post-TC Heartland World

By Scott Graham |

U.S. District Judge Rodney Gilstrap would allow suits to stay in the Eastern District of Texas even if a defendant has no physical presence there.

Help Wanted: 6 Ways Del.'s Federal Court Vacancies May Impact Business, IP Litigation

By Tom McParland |

The U.S. District Court for the District of Delaware is in a bind. The four-judge court, currently home to the nation's second-busiest patent docket, is already operating with two vacancies. Now, it faces the specter of an influx of patent infringement suits.

Tamika Montgomery-Reeves.

Chancery Court Tosses Qualcomm Suit Over Alleged Illegal Payments

By Tom McParland |

The Delaware Court of Chancery on June 16 dismissed a derivative lawsuit accusing the directors of Qualcomm Inc. of allowing bribes to Asian officials that lead to a $7.5 million fine for violating the Foreign Corrupt Practices Act.

Gregory Sleet

Sleet Nixes Wrongful Termination Claim in Tribune Media Bankruptcy

By Tom McParland |

In a decision that avoided a "murky" issue of bankruptcy law, the U.S. District Court for the District of Delaware ruled that a former intern at a Philadelphia news station cannot pursue a $75,000 claim for wrongful termination in Tribune Media Co.'s Chapter 11 bankruptcy proceedings.

U.S. Capitol building in Washington, D.C.

After Years of Setbacks, Patent Owners Try to Turn Tide in Congress

By Scott Graham |

Patent owners have taken control of the patent reform debate in the 115th Congress, but it’s not clear yet who’s supposed to be listening.