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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.

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.

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.

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.

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.

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.

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.

Robert C. Scheinfeld

The Supreme Court's Impact on Patentable Subject Matter

By Robert C. Scheinfeld |

Twenty patents. That's how many patents were invalidated in only three decisions in the last few weeks alone.

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.

Gary J. Mennitt and Debra D. O'Gorman

Bondholder Litigation: Covenant-Light Indentures and Affiliate Transactions

By Gary J. Mennitt and Debra D. O'Gorman |

In a closely watched case of particular importance to bond lawyers, the Delaware Supreme Court has recently provided guidance on questions that often arise in bondholders' rights cases.

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.

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.

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.

Vice Chancellor Sam Glasscock III.

Chancery Court Scratches Nutrisystem Director Removal Bylaw

By Tom McParland |

The Delaware Court of Chancery ruled Tuesday that a Nutrisystem Inc. bylaw requiring a two-thirds supermajority shareholder vote to remove directors was a clear violation of Delaware corporate law.

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.

Unclaimed Property Reform Bill Set for Panel Hearing

By Tom McParland |

A Senate panel is set to consider Wednesday a bill to overhaul Delaware's system for collecting unclaimed property, a significant source of state revenue that has recently come under attack.

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.

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.

J. Travis Laster.

Laster Denies Indemnification for Former Quiznos Executives

By Tom McParland |

The Delaware Court of Chancery on Monday ruled that an assignment agreement did not obligate three units of Quiznos to indemnify or pay the legal fees of former executives, who had to defend fraud claims stemming from the company's out-of-court restructuring in 2012.

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.

An Abstract of One Hundred Dollar Bills with Narrow Depth of Field.

Third Circuit Vacates $1.1M Attorney Fees Award

By Tom McParland |

The U.S. Court of Appeals for the Third Circuit on Jan. 6 wiped out a $1.1 million award of attorney fees to Cross & Simon, finding the amount was not supported by a lower court's analysis.

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.

Delaware Supreme Court Building

On Appeal, Williams Cos. Argues Breaches in Foiled Merger

By Tom McParland |

An attorney for the Williams Cos. on Wednesday asked the Delaware Supreme Court to rule that Energy Transfer Equity breached its obligations to secure from counsel a tax opinion, which would have allowed the companies' planned $37.5 billion merger to proceed.

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

Justices Appear Skeptical of Ex-Goldman Sachs Coder's Entitlement to Advancement of Legal Fees

By Tom McParland |

The Delaware Supreme Court seemed skeptical Wednesday that a former Goldman Sachs computer programmer was entitled to more than $2 million in fees and costs for successfully defending himself against charges that he had stolen the investment bank's source code.

Edward M. McNally and Patricia A. Winston

When Is a Manager Not Really a Manager?

By Edward M. McNally and Patricia A. Winston |

Under the Delaware Limited Liability Company Act, a non-Delaware resident may be deemed to have consented to being sued in Delaware if she is a “manager” of the LLC. But who, exactly, is such a manager?


Permanent Injunction Granted Against Foiled Amgen Patent Challengers

By Tom McParland |

Citing irreparable harm and inadequacy of money damages, a Delaware federal judge on Thursday permanently enjoined Sanofi SA and Regeneron Pharmaceuticals from selling a product that infringed on the patents of a rival drugmaker.

Demand Requirement Under Exchange Act §14(a)

By Joseph M. McLaughlin and Yafit Cohn |

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn, of Simpson Thacher & Bartlett, examine 'In re The Home Depot, Inc. Shareholder Derivative Litigation', which weighed in on a recurring question regarding the demand requirement on which courts have differed: whether pre-suit demand is required for claims alleging a violation of Section 14(a) of the Securities Exchange Act of 1934. 'Home Depot' is the latest in a series of shareholder derivative actions arising from high-profile data breaches to be dismissed in recent years, with the court holding that Delaware's demand requirement applies equally to Section 14(a) claims.

Alan Dershowitz.

Tempers Fray as Dershowitz Argues Forced Sale of TransPerfect Is Unconstitutional Taking

By Tom McParland |

In a dramatic proceeding before the Delaware Supreme Court en banc, attorneys for Philip Shawe on challenged the constitutionality of a Delaware statute the Delaware Court of Chancery used to order the sale of TransPerfect Global Inc., an argument that was met with skepticism and even derision from the state's highest judicial officer.

P. Clarkson Collins Jr.

Del. Supreme Court Finds Demand Excused and Revives 'Zynga' Derivative Claim

By P. Clarkson Collins Jr. |

The derivative complaint alleged that Zynga's CEO, Chairman and controlling stockholder Mark Pincus, along with certain other top managers and directors were given an exception from the company's standing rule preventing insider sales until three days after an earnings announcement.

Thad A. Davis and Vivek Gopalan

Delaware Supreme Court Affirms Guidance in Advancement Disputes

By Thad A. Davis and Vivek Gopalan |

Companies considering agreements to advance legal costs to directors and officers (commonly known as "advancement provisions") should take note of a recent Delaware Supreme Court decision.

U.S. District Judge Sue Robinson of Delaware

Clement, Joseffer to Battle Over Biologic Drug Injunction

By Scott Graham |

Sanofi and Amgen Inc. are turning to heavyweight appellate talent as they prepare to duke it out over an injunction that orders Sanofi's Praluent cholesterol medicine off the market.

Barry M. Klayman and Mark E. Felger

Post-Confirmation Examinations Pursuant to Bankruptcy Rule 2004

By Barry M. Klayman and Mark E. Felger |

Bankruptcy Judge Laurie Selber Silverstein has granted the post-confirmation motion of a trustee of trusts created pursuant to the debtors’ plan of reorganization to examine third parties regarding the cause of the debtors’ financial collapse under Federal Rule of Bankruptcy Procedure 2004.

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

Delaware Justices Refuse Advancement to Ex-Goldman Sachs Coder

By Tom McParland |

The Delaware Supreme Court on Jan. 20 rejected the appeal of a former Goldman Sachs programmer, who had asked the justices to disregard a federal appeals court ruling in order to approve a bid to recover about $2 million in fees and costs from his former employer.

Benyamin S. Ross, Jefferson E. Bell, and Lauren Kole

Claims Involving a Limited Partnership Deal Are Derivative Under 'Tooley' Test

By Benyamin S. Ross, Jefferson E. Bell and Lauren Kole |

The Delaware Supreme Court has reaffirmed the continued applicability of Tooley v. Donaldson, Lufkin & Jenrette, in determining whether a claim is direct or derivative in nature, even when the claim involves a breach of contractual duty owed to a limited partnership.

Bouchard Throws Out Fee-Shifting Bylaw as Invalid

By Tom McParland |

The Delaware Court of Chancery has ruled that a company bylaw allowing fee-shifting for unsuccessful stockholder suits filed outside of Delaware was invalid in light of 2015 amendments to the Delaware General Corporation Law.

Gary Lipkin

Delaware Chancery Court Strikes Down Fee-Shifting Bylaw

By Gary W. Lipkin, Alexandra Rogin and Justin M. Forcier |

The Delaware Court of Chancery has held that a corporate bylaw ran afoul of 8 Del. C. Section 109(b), where it purported to shift attorney fees and expenses to an unsuccessful stockholder that filed an internal corporate claim outside of the state of Delaware.

Vice Chancellor Sam Glasscock III.

Glasscock Sends Challenge to European Banks' Deal Out of Delaware

By Tom McParland |

Vice Chancellor Sam Glasscock III has dismissed a suit related to Allied Irish Bank's 2008 purchase of Bulgarian-American Credit Bank, finding that a previous decision by an Illinois state court in a similar case allowed the Delaware Court of Chancery to abandon its usual deference to a plaintiff's choice of forum.

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.

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.

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.

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.