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Bouchard Scratches Hearing in Fight Over TransPerfect Deadlock

By Tom McParland |

Chancery Court Chancellor Andre G. Bouchard has called off a May 5 hearing on an attempt to force a stockholder meeting to resolve crippling corporate deadlock at TransPerfect Global Inc., the latest development in a week of jockeying between opponents in a protracted fight over the future of the New York-based translation-services company.


Bouchard Tosses Class Challenge to $400M Merger

By Tom McParland |

The Delaware Court of Chancery has dismissed a shareholder challenge to the $400 million purchase of network solutions company Cyan Inc. and denied the investors' quasi-appraisal bid to recover damages for alleged disclosure deficiencies in the run-up to the merger.

Fight Over $73M in Humvee Joint Venture Profits Drives On

By Tom McParland |

A long-running fight over the distribution of nearly $73 million in profits generated by a joint venture to make Humvees will continue, after the Delaware Court of Chancery ruled that a contract governing the arrangement was open to more than one interpretation.

Bouchard Rules Merger Wiped Out Derivative Standing in Case Over Mine Explosion

By Tom McParland |

After years of delay, former stockholders of Massey Energy Co. have lost standing to bring a derivative suit against company executives over a 2010 mine explosion that killed 29 workers, the Delaware Court of Chancery said on Thursday.

United States Supreme Court Building

Unanswered Question in 'TC Heartland' Could Have Big Impact in Del.

By Tom McParland |

Intellectual property attorneys are preparing for an influx of patent infringement suits in Delaware after the U.S. Supreme Court on Monday ruled that corporations "reside" only in their state of incorporation under the patent venue statute.

Theranos Headquarters

Delaware Court Blocks Theranos Tender Offer Ahead of Fraud Trial

By Tom McParland |

The Delaware Court of Chancery has stopped for now a tender offer that investors said would allow Theranos Inc. to "insulate itself" and hinder their ability to claw back a $96 million investment in the embattled blood-testing company.

Tom Carper (D-DE), left, and Chris Coons (D-DE), right.

Who's in the Mix for Delaware's Federal Judgeships

By Tom McParland |

With the court nearing a vacancy crisis, at least five Republican lawyers have expressed interest. But one prominent state Republican said the process is "very much in limbo."

Glasscock Tosses $428M Derivative Suit Over Alleged Botched Merger

By Tom McParland |

The Delaware Court of Chancery has dismissed a $428 million shareholder derivative suit accusing The Williams Cos. Inc. board of using a planned $13 billion acquisition to torpedo the company's doomed merger with Energy Transfer Equity.

Patricia A. Winston and Edward McNally, of Morris James

Where Is Delaware Corporate Litigation Going?

By Edward M. McNally and Patricia A. Winston |

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it.

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.

High Court May Shake Up 27 Years of Patent Venue Selection With 'TC Heartland'

By Alan R. Silverstein and Dominique A. Meyer |

The U.S. Supreme Court will soon decide whether the plain language of the patent venue statute—or the Federal Circuit's 27-year-old deviation from it—will dictate the appropriate venue for patent infringement litigation.

Theranos Headquarters

What the Theranos Settlement Solves—And What It Doesn't

By Tom McParland |

Theranos Inc. announced Monday that it has settled two lawsuits brought by one of its biggest early investors, a move the embattled blood-testing company said would allow it to proceed with a short-term tender offer and set its sights on eventually bringing new technology to market.

Hurricane Sandy.

NY Real Estate Management Firm Denied $3M in Sandy Insurance Coverage

By Tom McParland |

A New York-based real estate management firm whose property was damaged during Hurricane Sandy cannot recover more than $3 million from its insurance provider because it waited too long to submit a claim, a Delaware judge ruled on Thursday.

Jennifer H. Rearden, Jefferson E. Bell and Michael Marron

Del. Supreme Court Clarifies, Applies Choice of Law to Multistate Disputes

By Jennifer H. Rearden, Jefferson E. Bell and Michael Marron |

In a recent decision, the Delaware Supreme Court considered the "fundamental question" of whether "Delaware courts are required to treat insurance contracts that are part of a broad insurance program as legal documents with meaning that varies substantially based on where each claim happens to arise."

Lawyer Wins Skirmish in War Over Pinterest Concept

By Andrew Denney |

A lawyer who claims the concept for the popular web application Pinterest was stolen from him has won a preliminary ruling—extinguishing a cause of action advanced by his adversary—in his legal battle with an early investor in the idea-sharing platform. But the federal judge in the case called the skirmish a "lightweight exhibition" match and noted the main event in the litigation—a trade secrets lawsuit against the investor—lies ahead.

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

Elting Moves to Block Motion to Resolve TransPerfect Conflict

By Tom McParland |

TransPerfect co-founder and CEO Elizabeth Elting is trying to thwart a last-minute bid in the Delaware Court of Chancery to avoid the court-ordered sale of the profitable translation-services company.

Shmuel Vasser and Andrew C. Harmeyer

'Millennium Lab': the Death Knell for Non-Consensual, Third-Party Releases?

By Shmuel Vasser and Andrew C. Harmeyer |

The D.C. District Court potentially has upended an assumption in bankruptcy courts, suggesting that in many cases, they lack that authority under Article III of the U.S. Constitution to enter a final order granting non-debtor, third-party releases, at least without the affected party's consent.

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.

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.

Brett McCartney

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis

By Brett M. McCartney |

After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied.

Francis G.X. Pileggi

Removal of Director, Members of Nonstock Corporation Invalid

By Francis G.X. Pileggi, Justin M. Forcier and Alexandra Rogin |

The Delaware Court of Chancery recently held that a pro se defendant was not effectively removed as a director, officer or member of a Delaware nonstock corporation, Rainbow Mountain Inc.

Bouchard Tosses 'Unocal' Arguments in Merger Challenge, Favoring Business Judgment Rule

By Tom McParland |

The Delaware Court of Chancery has dismissed a lawsuit by former stockholders of Paramount Gold and Silver Corp., who had tried to sidestep the court's high bar for post-closing merger challenges.

Albert Manwaring of Morris James

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger

By Albert H. Manwaring IV |

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies.

Tesla electric car charging at a parking garage in Austin, Texas.

Firms Vie for Leadership Post in Tesla Derivative Litigation

By Tom McParland |

Plaintiffs' attorneys are setting up for a battle in Delaware federal court over lead counsel status in derivative litigation challenging Tesla Inc.'s $2.6 billion bid to acquire an allegedly failing solar energy system installer SolarCity Corp.

Clockwise, starting from top, Christopher B. Chuff, Joanna J. Cline, Douglass D. Herrmann, and James H.S. Levine

Boards Should Consider Adopting 'Director-Specific' Limits in Compensation Plans

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

A recent decision by the Delaware Court of Chancery serves as a reminder that boards of directors of Delaware corporations should consider amending their company's director compensation plans to include specific limits on the amount of compensation that a director may be awarded in a given year.

Judge Sue Robinson from the District of Delaware

Judge Tosses Challenge to Chemours' Post-Spinoff Separation Plan

By Tom McParland |

A Delaware federal judge has dismissed a class action lawsuit from former employees of The Chemours Co. who said they were duped into taking a less generous buy-out deal as the chemical firm downsized after its spinoff from DuPont.

P. Clarkson Collins Jr.

Del. Justices Award Attorney Fees Under Promissory Note Fee-Shifting Provisions

By P. Clarkson Collins Jr. |

Persuaded by the arguments of the appellant noteholders, the Delaware Supreme Court ruled that two fee-shifting provisions in the promissory notes entitled them to recover attorney fees the noteholders incurred filing suit to secure warrants issuable under the notes.

Judge Recommends Transfer of Farmers' Pesticide Case vs. Occidental

By Tom McParland |

A U.S. magistrate judge in Delaware has recommended that the court transfer a suit against Occidental Chemical Corp. related to toxic pesticide exposure to New York federal court, finding a lack of jurisdiction in Delaware.

U.S. Supreme Court Justice Stephen Breyer

Why Patent Ruling That 'Ignored' Supreme Court Precedent May Stand

By Scott Graham |

The justices have shown no great deference to the Federal Circuit in recent years. Yet, they sound reluctant to overrule a 1990 decision that led to a crush of filings in the Eastern District of Texas.

Merger of Radioactive Waste Giants on Pause for Judge's Antitrust Ruling

By Tom McParland |

The two market-leading radioactive waste disposal companies are awaiting a Delaware federal judge's ruling on whether their $367 million merger can proceed after a two-week antitrust trial wrapped up in Wilmington on May 5.

Kimberly A. Brown

Bankruptcy Court Upholds the Sanctity of the Final Order

By Kimberly A. Brown |

The U.S. Bankruptcy Court has denied a request by an Official Committee of Unsecured Creditors and its affiliated debtors-in-possession to reconsider and modify a final cash collateral order almost one year after its entry.

New FINRA Rules Address Financial Exploitation of Senior Investors

By Evan Charkes |

In recent years the SEC and FINRA have taken leadership roles in seeking to help senior investors become more cognizant of the dangers of financial exploitation and fraud.

Tamika Montgomery-Reeves.

Chancery Court Tosses Derivative Suit Over Loans to LLC

By Tom McParland |

The Delaware Court of Chancery on April 14 dismissed a derivative lawsuit by a creditor of a limited liability company, who tried to dissolve the firm in connection with allegations that its managing members had defrauded lenders and drained the company's assets.

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.

Corporate Franchise Tax Bill Rivals Carney's Proposal

By Tom McParland |

A group of Democratic lawmakers is seeking a steep increase to Delaware's corporate franchise tax, in a bill seemingly at odds with a plan championed by Gov. John Carney in his first budget proposal.

Robert B. Little and Louis J. Matthews

Supreme Court Suggests Caution for MLPs in Conflicted Transactions

By Robert B. Little and Louis J. Matthews |

The Delaware Supreme Court recently reviewed the limited partnership agreement of a master limited partnership in the context of a conflicted transaction.

Bill O'Reilly.

Derivative Litigation Over O'Reilly Seen as Long Shot

By Tom McParland |

The reported $25 million parachute payment Bill O'Reilly received this week upon his ouster from Fox News in the wake of sexual assault allegations has generated plenty of headlines and public outcry. However, it was unlikely to expose the network's parent company to any significant liability from shareholder derivative suits, observers said on Friday.

Lewis H. Lazarus

Court Gives Great Weight to Pre-Merger Negotiations

By Lewis H. Lazarus |

Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements governing alternative entities such as limited liability companies or limited partnerships require the court to interpret language in contracts. So too do merger, stock purchase or sale of asset agreements. With the expansion of jurisdiction under Section 111(a)(2) of the Delaware General Corporation Law (DGCL) in 2016, disputes over the interpretation of agreements arising out of stock purchase and asset sale agreements may be expected to increase the number of cases requiring the court to interpret parties' agreements. The recent case of Shareholder Representative Services v. Gilead Sciences, C. A. No. 10537-CB (March 15), illustrates the methodology the court uses to interpret a contract and provides a primer for litigants seeking guidance on how the Court of Chancery resolves contract disputes.

Barry M. Klayman and Mark E. Felger

Delaware's Anti-SLAPP Statute Limited to Land Use Disputes

By Barry M. Klayman and Mark E. Felger |

In a rare case involving resort to a Delaware statute's legislative history, Vice Chancellor J. Travis Laster held that Delaware's anti-SLAPP statute is to be construed narrowly so as to be applicable only to public petition and participation in land use proceedings, and is not a broad legal protection against defamation claims.

DuPont Delays Close of Merger With Dow, Amid Deal With FMC

By Tom McParland |

DuPont on Friday announced it would buy FMC Corp.'s health and nutrition business and sell its own crop protection unit to the company in order to win European approval for its merger with Dow ChemicalCo., delaying the closing of the blockbuster deal.

Nova Presses Challenge to $2.5M Fee Award to Dow Chemical

By Tom McParland |

A lawyer for Nova Chemicals Corp. on Thursday asked the U.S. Court of Appeals for the Federal Circuit to undo a $2.5 million award of attorney fees to Dow Chemical Co., its opponent in a long-running patent dispute, which the Canadian plastics and chemicals firm had accused of perpetrating fraud against the court.

Barry M. Klayman and Mark E. Felger

Tribal Sovereign Immunity of Casinos in Preference Actions

By Barry M. Klayman and Mark E. Felger |

In a recent opinion, U.S. Bankruptcy Judge Christopher Sontchi of the District of Delaware addressed the interesting issue of the applicability and scope of the sovereign immunity of Indian tribes in the context of preference actions brought by a Chapter 11 trustee.

Slights Green Lights Shareholder Suit That Alleged Board Conflict in Sale

By Tom McParland |

The Delaware Court of Chancery has allowed a former Saba Software Inc. stockholder to proceed with claims that the company rushed into a conflicted sale amid a regulatory crackdown, finding the director defendants were not entitled to the business-judgment deference, even though investors voted to approve the deal.

Judge Tosses Derivative Suit Over 'Excessive' Director Compensation

By Tom McParland |

The Delaware Court of Chancery has dismissed a derivative suit accusing Investors Bancorp Inc. directors of giving themselves a "grossly excessive" compensation hike following the firm's mutual-to-stock public offering.

What to Consider When a US Public Company Acquires a Non-US Company

By By Jennifer V. Audeh and Corey R. Brown |

When it's time to sell a company, there are many financial and legal steps a target should consider regarding a merger or acquisition

Court Rules That Professional Fees May Not Be Capped by Standard Carve-Out Provisions

By John C. Tishler and Tyler N. Layne |

Secured creditors and debtor-in-possession (DIP) lenders that rely on standard carve-out provisions to limit the impact of bankruptcy professional fees on their collateral would be well-advised to take notice of a U.S. Bankruptcy Court decision from earlier this year.

Andre Bouchard, Chancellor of the Chancery Court of Delaware.

Hearing Is Set for Motion to Resolve TransPerfect Conflict

By Tom McParland |

A last-minute bid to break a crippling corporate deadlock at TransPerfect Global Inc. and perhaps avoid a court-ordered sale of the profitable translation-services company may have new life, after Delaware Court of Chancery Chancellor Andre G. Bouchard on Monday called a hearing to decide whether a forced sale should move forward.

Former Cypress CEO Sues Company Over Conflicts, Disclosures

By Tom McParland |

The founder and former chief executive of Cypress Semiconductor Corp. is suing the company's board of directors for allegedly misleading investors ahead of a shareholder meeting.