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Travis Kalanick, co-founder and chief executive officer of Uber Technologies Inc., gestures as he speaks during a Bloomberg Television interview in Hong Kong, China, on Thursday, July 17, 2014. As Uber disrupts the transportation market around the world, Kalanick said he sees a huge amount of growth for the car-booking service in Hong Kong. Photographer: Brent Lewin/Bloomberg *** Local Caption *** Travis Kalanick.

Hearing Set, Benchmark Hits Kalanick's Steps to Control Uber Board

By Tom MCParland |

A Delaware Court of Chancery judge on Thursday set an Aug. 30 hearing date for Travis Kalanick's motion to dismiss an investor lawsuit seeking to oust him from the Uber Technologies Inc.'s board, as Benchmark Capital Partners continued to step up its attack on the ride-hailing company's ousted CEO.

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

Shawe Looks to Federal Courts in Bid to Block Looming TransPerfect Sale

By Tom McParland |

As the court-ordered sale of TransPerfect Global Inc. nears the finish line, company co-founder Philip R. Shawe is showing no signs of relenting in his years-long fight to keep the profit-turning translation-services company off the auction block.

Are the Chancery and Supreme Court Parting Ways on Del. Business Law in Wake of Personnel Change?

By Tom McParland |

As the Delaware judiciary emerges from a period of unprecedented turnover, the state Supreme Court is overturning Chancery Court decisions at a rate not seen in years, a significant departure for two courts known for their consistency when it comes to deciding matters of corporate and commercial law.

AT&T, Telecoms Edge Toward Win in Long-Running Infringement Case

By Tom McParland |

AT&T Corp. and other phone service providers on Tuesday moved closer to ending a long-running infringement suit over systems for transmitting high-frequency data signals over telephone networks.

Travis Kalanick, former CEO and co-founder of Uber Technologies Inc.

Investors Sue to Boot Kalanick From Uber Board

By Tom McParland |

Benchmark Capital Partners on Thursday filed suit in the Delaware Court of Chancery to remove Travis Kalanick, the former CEO of Uber Technologies Inc., from the company’s board.

Chief Judge Leonard Stark of the United States District Court for the District of Delaware.

Stark Sets Venue Guidelines for Del. IP Cases in Wake of 'TC Heartland'

By Tom McParland |

For the first time since the U.S. Supreme Court's landmark ruling in TC Heartland, the chief judge of Delaware's district court this week said that companies must have a permanent and physical presence in the state to be sued for patent infringement.

Uber headquarters, located at 1455 Market St. in San Francisco, CA.

Action to Oust Kalanick From Uber Board Sent to Arbitrator

By Tom McParland |

A Delaware Court of Chancery judge on Wednesday sent to an arbitrator Benchmark Capital Partners' lawsuit seeking to oust Travis Kalanick from Uber Technologies Inc.'s board, avoiding for the moment a public battle over the former CEO's acquisition of three new board seats.

Theranos Headquarters

US Magistrate Greenlights Walgreens' $40M Suit Against Theranos

By Tom McParland |

A U.S. magistrate judge on Thursday said that Theranos Inc. should not be allowed to avoid an attempt by Walgreen Co. to recover $40 million it says it is owed after the embattled blood-testing company failed to deliver on its fundamental promise.

Judge: Single Apple Store Makes Delaware Venue Proper for Patent Litigation Against Tech Giant

By Tom McParland |

A federal judge on Thursday allowed an infringement case against Apple Inc. to proceed in Delaware, ruling that the presence of a single Apple Store in the state is enough to establish proper venue.

P. Clarkson Collins Jr.

High Court Clarifies Role of Deal Price in Appraisal Fair Value Determination

By P. Clarkson Collins Jr. |

Corporate practitioners have been closely following developments in Delaware's shareholder appraisal litigation.

Cabela's is a massive Midwest outdoor/sportsman store, a tourist draw.

Cabela's Investors Withdraw Suit Over $5B Sale to Bass Pro Shops

By Tom McParland |

Four investors in Cabela's Inc. on Thursday dropped class action claims accusing the outdoor sporting retailer of failing to disclose important details related to the company's $5 billion sale to Bass Pro Shops, saying that Cabela's has addressed its concerns with additional disclosures.

patent

In Win for Patent Owners, PTAB Clamps Down on Repeat Attacks

By Scott Graham |

The Patent Trial and Appeal Board will no longer tolerate multiple, serial petitions for inter partes review that target the same patent claims.

Travis Kalanick, former CEO and co-founder of Uber Technologies Inc.

Uber Investor Looks to Bench Kalanick in Fight to Name CEO

By Tom McParland |

When Benchmark Capital Partners sued the former CEO of Uber Technologies Inc. in Delaware Court of Chancery Thursday, the message was clear: One of the ride-hailing innovator's most powerful investors wants Travis Kalanick off the company's board.

Planning for the Suddenly Wealthy: Call in the SWATT Team

By Jonathan Rikoon and Steven Olenick |

Coming into money can be both a blessing and a curse. Special attention from a team of professional advisors can avoid negative consequences from the windfall.

Travis Kalanick.

Kalanick Moves to Force Benchmark's Case Seeking Board Ouster to Arbitration

By Tom McParland |

Travis Kalanick, the former CEO of Uber Technologies Inc., pushed back late Thursday against an investor's attempt to force him off the ride-hailing company's board, saying that a dispute over his control of three board seats must be settled in arbitration.

Gregory Sleet

Sleet Strikes Patents in Suit Over Respiratory Treatment

By Tom McParland |

A Delaware federal judge on Tuesday extinguished Mallinckrodt Pharmaceuticals' patent infringement suit against industrial gases company Praxair Inc., striking five of the Irish drugmaker's patents for its INOMAX respiratory treatment system as invalid and ruling that Praxair had not infringed on five more.

Koch Lawyer Cleared to Testify in Suit Over Control of Energy Firm

By Tom McParland |

The Delaware Court of Chancery on Friday ruled that a top lawyer for William I. Koch will be allowed to testify on behalf of the billionaire in a bitter fight over investor rights that could determine the future of Koch's Oxbow Carbon firm.

Delawareans Hit Back at US Chamber-Backed Study Downgrading State's Courts

By Tom McParland |

Delaware attorneys this week took aim at a new report from a study group backed by the U.S. Chamber of Commerce that showed Delaware losing its long-held status as the best climate for handling corporate lawsuits, rejecting assertions that the state was losing favor with businesses.

Robert Greco

Questions Raised on Required Clarity of Disclosures in SEC Filings

By Robert B. Greco |

Two recent decisions of the Delaware Court of Chancery separated by only two weeks took seemingly contradictory positions regarding the extent to which corporate disclosures must be made clear in proxy statements and other SEC filings.

Brett McCartney

Chancery Declines Applying 'Garner' Exception to Privileged Documents in Books-and-Records Action

By Brett M. McCartney |

The Delaware Court of Chancery has declined to compel the production of attorney-client privileged documents in a books-and-records action.

U.S. Chief Magistrate Judge Mary Pat Thynge of the District of Delaware.

US Magistrate Greenlights Suit Over $5M in Financial Firm Investments

By Tom McParland |

A Georgia-based technology and investment firm must defend claims that it duped two early stockholders into investing a combined $5 million in the venture, a Delaware magistrate judge ruled on Tuesday.

 gavel

Deal Price or Fair Value?: Del. Courts Juggle Factors in Appraisal Cases

By Tom McParland |

For the second time in as many months, the Delaware Court of Chancery has ruled that a company sold for more than it was worth, a warning sign for appraisal seekers as the Delaware Supreme Court appears poised to address the role of deal price in determining fair value.

Judge: Del. Vacancies a Reason for Transfer of Apple Infringement Suit to Calif.

By Tom McParland |

A federal judge in Delaware on Sept. 15 cited the district's depleted bench as a reason for transferring a patent infringement suit against Apple Inc. to California, saying the case would have put an undue burden on an already overworked court.

Chiangmai, Thailand, - July 21, 2017 : hand holding iPhone6s and using Uber app on road with car, Uber is smartphone app based transportation network

With Uber’s New CEO Selected, Will Legal Department See Less Disruption?

By Stephanie Forshee, David Ruiz and Jennifer Williams-Alvarez |

The choice of a new CEO for Uber means a new GC could be appointed soon. That new GC will face numerous challenges at the helm of the troubled company's legal function.

R. Stephen McNeill

Judge Requires Successor Agent to Produce Documents in Possession of Predecessor

By R. Stephen McNeill |

U.S. Bankruptcy Judge Mary Walrath of the District of Delaware followed a growing line of precedent in ordering Wilmington Savings Fund Society FSB, as successor collateral and administrative agent under a term loan facility with TSA Stores Inc. and certain of its affiliates (the debtors), to produce documents in the possession of its predecessor agent.

Gregory Sleet

Despite Federal Circuit Decision, US Judge in Del. Bounces Patent Suit

By Tom McParland |

A Delaware federal judge on Tuesday ordered a patent infringement case involving two Finnish companies transferred out of the Delaware district court, in an unusual ruling that diverged from one issued by the U.S. Federal Circuit Court of Appeals.

patent

'Waive' Goodbye: Developments in Patent Litigation

By Roy H. Wepner |

The seemingly endless war between certain types of patent owners (often socalled "nonpracticing entities" or NPEs) and certain types of defendants (typically corporations perceived to have deep pockets) has been fought on many fronts over the last decades.

Albert Manwaring of Morris James

Chancery Recommends Rule to Determine Preclusive Effect of Judgments in Prior Derivative Actions

By Albert H. Manwaring IV |

The predominant approach in most jurisdictions to determine whether the dismissal of a derivative action based on the failure to adequately plead demand futility bars re-litigation of this issue in a subsequent derivative action brought by a different stockholder plaintiff is to apply the traditional legal test for issue preclusion.

Chiangmai, Thailand, - July 21, 2017 : hand holding iPhone6s and using Uber app on road with car, Uber is smartphone app based transportation network

Kalanick Says Uber Investors' Complaint Must Be Heard in Private Forum

By Tom McParland |

Attorneys for former Uber Technologies Inc. CEO Travis Kalanick on Monday filed to move a public battle over control of the ride-hailing company's board into a confidential arbitration, saying in a Delaware court filing that an investor lawsuit seeking to oust him from the board violated corporate agreements and threatened to harm the company.

Barry M. Klayman and Mark E. Felger

Drop Shipped Goods Failed to Qualify for Administrative Expense Priority in Bankruptcy

By Barry M. Klayman and Mark E. Felger |

In order for a creditor who supplies goods to a debtor within 20 days before the bankruptcy petition is filed to recover the value of the goods as a priority administrative expense under Section 503(b)(9) of the Bankruptcy Code, the debtor must have had physical possession of the goods and not merely constructive receipt.

James G. McMillan III

Slights Finds a Limit on Corporate Power to Validate Acts Under DGCL Section 204

By James G. McMillan III |

In a case of first impression, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery ruled that Section 204 of the Delaware General Corporation Law cannot be used to validate an "unauthorized" corporate act.

gavel

Del. Justices Nix Appraisal Ruling in 'DFC Global'

By Tom McParland |

The Delaware Supreme Court on Tuesday reversed a Delaware Court of Chancery ruling that payday lender DFC Global Corp. was sold for less than what it was worth in 2014, instructing Chancellor Andre G. Bouchard to reconsider the weight he gave to the deal price in the closely watched appraisal case.

Lewis H. Lazarus

Court Upholds Stockholder's Share Ownership and Books-and-Records Request

By Lewis H. Lazarus |

Companies often defend against stockholder requests to inspect books and records by contending that the plaintiff stockholder lacks a proper purpose or that his or her stated purpose is not the real purpose.

Andre Bouchard, Chancellor of the Chancery Court of Delaware.

Bouchard Recommends New Rule in Wal-Mart Derivative Case

By Tom McParland |

Chancery Court Chancellor Andre G. Bouchard on Tuesday recommended that Delaware's high court adopt a new rule to protect the due process rights of derivative plaintiffs who were beat to the courthouse by so-called "fast-filers" in other jurisdictions.

DNA Sequencing Patent Feud Sparks New Court Fight

By Scott Graham |

Peace broke out last week between rivals Illumina Inc. and Qiagen N.V. as the companies settled a contentious suit in California. But before lawyers could pack up their files, a new patent war was taking shape in Delaware.

Theranos Headquarters.

Theranos, Walgreens Ask Judge to Dismiss $140M Lawsuit

By Tom McParland |

Walgreen Co. and Theranos Inc. on Friday asked a federal judge in Delaware to dismiss a $140 million lawsuit claiming that the Palo Alto-based startup had breached the companies' contract and mislead the drugstore chain about its ability to deliver on its fundamental promise.

MDL Sought in Patent Cases in Wake of SCOTUS Decision Limiting Venue

By Amanda Bronstad |

A federal judicial panel will hear arguments next month on whether to coordinate about a dozen patent infringement lawsuits brought by the same company into multidistrict litigation, the first such request since a pivotal U.S. Supreme Court decision this year changed venue rules.

patent stamp

MDL Sought in Patent Cases in Wake of SCOTUS Decision Limiting Venue

By Amanda Bronstad |

A federal judicial panel will hear arguments next month on whether to coordinate about a dozen patent infringement lawsuits brought by the same company into multidistrict litigation, the first such request since a pivotal U.S. Supreme Court decision this year changed venue rules.

Preclusion in Derivative Litigation: New Uncertainty

By Joseph M. McLaughlin and Yafit Cohn |

Until the Delaware Supreme Court provides definitive word, managers and stockholders of Delaware corporations must make strategic decisions based on conflicting guidance on whether successive stockholders are barred from seeking to relitigate demand futility allegations.

Benyamin Ross, left, and Taylor Hathaway-Zepeda, right, of Gibson, Dunn & Crutcher.

Thicker Than Water: Families, Fiduciary Duties and Controlling Stockholders

By Benyamin S. Ross and Taylor Hathaway-Zepeda |

When is an extended family a control block? The Delaware Court of Chancery acknowledged that while familial relations among a group of stockholders are not per se sufficient to establish a controlling stockholder block, a family that regularly refers to itself as a single unit may constitute a controlling stockholder block.

Bouchard Tosses Suit Claiming Merger Cost Investors $3B Value

By Tom McParland |

The Delaware Court of Chancery on Thursday dismissed a shareholder class action that accused the directors of a paper and packaging company of improperly approving a merger-of-equals that allegedly left $3 billion on the negotiating table.

Andre Bouchard, Chancellor of the Chancery Court of Delaware.

Bouchard Won't Speed TransPerfect Appeal as Sale Nears Completion

By Tom McParland |

The Delaware Court of Chancery has refused to expedite an appeal because it could delay the court-ordered sale of a profitable translation-services company.

Travis J. Ferguson

Chancery Court's Equitable Jurisdiction to Compel Transfer of Escrowed Funds

By Travis J. Ferguson |

Three recent decisions by Delaware courts have addressed the appropriateness of equitable relief to acquire funds held in escrow post-closing of a transaction.

Jacqueline P. Rubin and Matthew D. Stachel

Losing Stockholder Standing to Assert and Enforce Corporate Inspection Rights

By Jacqueline P. Rubin and Matthew D. Stachel |

The rights of stockholders to demand to inspect a corporation's books and records under state corporation laws are a powerful method of ensuring the stockholders' rights and interests are safeguarded

Investor Sues Over $6.7B Sale of Shale Energy Producer

By Tom McParland |

An investor in Rice Energy Inc. on Wednesday sued in Delaware federal court to halt the oil and gas driller's planned $6.7 billion sale to EQT Corp., saying shareholders do not have enough information to vote on a deal that would create one of the top shale energy producers in Western Pennsylvania.

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

White House Vetting Del. Senators' Picks for District Court Seats

By Tom McParland |

President Donald Trump is expected in the coming weeks to announce his nominees for two openings on Delaware's federal bench, as his administration vets three candidates forwarded by the state's two Democratic senators.

Barry M. Klayman and Mark E. Felger

Bankruptcy Court Predicts Del. Will Recognize Existence of De Facto LLCs

By Barry M. Klayman and Mark E. Felger |

In a case characterized as a "matter of great local interest," Bankruptcy Judge Kevin Gross determined a question of much wider interest to practitioners: whether a contract was void ab initio because the Delaware limited liability company that executed it had not yet been formed.

Food for Thought: Supermarket, Grocer and Distributor Chapter 11 Filings

By Edward E. Neiger |

This article focuses on filings in the grocery and food distribution sector as companies struggle in the face of pricing fluctuations and increasing online competition. The column delves into the bankruptcy proceedings of Central Grocers, Rupari Food Services and Marsh Supermarkets.

Martha Stewart.

Martha Stewart Extinguishes Investor Lawsuit Over Company's $353M Sale

By Tom McParland |

The Delaware Court of Chancery has dismissed a shareholder challenge to the 2015 sale of Martha Stewart's merchandising company to Sequential Brands Group Inc., ruling that the $353 million deal included protective measures that kept it within the protection of the business judgment rule and shielded it from heightened scrutiny.