Recent News

Bill O'Reilly.

Derivative Litigation Over O'Reilly Seen as Longshot

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

U.S. Supreme Court Justice Stephen Breyer

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

By Ben Hancock |

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.

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.

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.