Recent News

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.

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 Wednesday 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.

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.

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.

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.

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.

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.

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.

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?

patent

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.

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.

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.

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.

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.

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.

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.

Corporate Law Appeals Set to Dominate Agenda for First Quarter 2017

By Tom McParland |

The Delaware Chancery Court tackled areas of particular concern to corporate attorneys in 2016 and hinted at how the court would handle the important issues in the year ahead.

Del. Bankruptcy Cases Pushed Boundaries, Caught Eye of U.S. Supreme Court

By Tom McParland |

Delaware bankruptcy cases included several of national prominence in 2016, as the U.S. Supreme Court and another federal appeals court looked at cases that could chart new territory; and parties to a prolonged Chapter 11 proceeding finally reached a high-profile settlement that closed the book on one of the most expensive—and messiest&mdashbankruptcies in recent years.

patent stamp

Patent Infringement Suits and Where to Bring Them a Focus for U.S. Supreme Court

By Tom McParland |

Already home to the nation’s second-busiest docket for patent infringement litigation, Delaware could see its influence grow in 2017.