Recent News

Laster Rejects Challenge to Sprint-Clearwire Deal

By Tom McParland |

The Delaware Court of Chancery on Friday rejected a shareholder challenge to Sprint Corp.'s $3.6 billion takeover of Clearwire Corp., ruling that a bidding war over the telecommunications operator had pushed the price to more than twice its fair value.

Gregory Sleet

Del. Judge Rules ‘TC Heartland’ Did Not Change Law for Venue

By Tom McParland |

Delaware's federal court on Wednesday joined several district courts across the country in ruling that the U.S. Supreme Court's TC Heartland decision did not change the law governing where patent infringement cases can be filed, a blow to defendants looking to transfer cases.

Humvee.

Slights Knocks Renco for Reargument Motion in Humvee Spat

By Tom McParland |

The Delaware Court of Chancery on Tuesday denied The Renco Group Inc.'s latest motion for reargument in a lawsuit over the distribution of nearly $73 million in profits generated by a joint venture to make Humvees, criticizing the firm for what it said has become a "pattern" in five years of litigation.

Aric Wu

Court: Certificate of Incorporation Doesn't Grant Preferred Stockholders Liquidation Preference

By Aric H. Wu |

A recent Chancery Court decision illustrates that courts are reluctant to imply preferred stockholder rights that are not clearly set forth in the documents containing the preferred stock terms.

Edward M. McNally

How to Open the Door to Chancery

By Edward M. McNally |

Sometimes more is not a good idea. That is the case when a complaint alleges multiple bases to invoke the jurisdiction of the Delaware Court of Chancery, but still fails to sustain that subject matter jurisdiction.

New Lawsuit Challenges Tribune's $3.9B Sale to Sinclair

By Tom McParland |

A shareholder in Tribune Media Co. has filed a new class action complaint in Delaware federal court, alleging that a proposed $3.9 billion merger with Sinclair Broadcast Group Inc. undervalued the Chicago-based conglomerate and boxed other potential buyers out of the bidding process.

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

Custodian's Attorney Declares Mediation Dead in TransPerfect Dispute

By Tom McParland |

An attorney for the court-appointed custodian in the TransPerfect dispute said in a court filing that a month of mediation between the firm's warring co-founders has failed, a development that sets up the possibility of key court rulings as the company accelerates toward a court-ordered sale.

Company's Stock Revocation Fails to Foil Books-and-Records Suit

By Tom McParland |

A stockholder and former employee who was forced out of a startup company providing cloud-based temperature monitoring may examine the firm’s books and records, the Delaware Court of Chancery ruled Tuesday, rejecting arguments that his status had been properly rescinded.

K. Tyler O’Connell

High Court Resolves $2B 'True Up' Dispute Against Acquirer

By K. Tyler O'Connell |

A recent Delaware Supreme Court decision resolved a $2 billion post-closing dispute about the interplay between common features of acquisition agreements.

GlaxoSmithKline headquaters.

GlaxoSmithKline Tells Court It Aims to Seek Enhanced Damages in $235M Patent Case

By Tom McParland |

GlaxoSmithKline told a Delaware federal judge on Monday that it will seek enhanced damages on a $235 million verdict against Teva Pharmaceutical for willfully infringing a patent for its hypertension drug Coreg.

Roku, Inc. Headquartered in Los Gatos, CA.

Roku Sued in Del. Over Media-Streaming Product Line

By Tom McParland |

A patent infringement suit against media-streaming service Roku Inc. has made its way to Wilmington, after a Texas judge last week ruled that Delaware federal court was the proper place to litigate the claims in light of the U.S. Supreme Court's landmark ruling issued earlier this year in TC Heartland.

U.S. District Judge Sue Robinson of Delaware

Robinson Denies Injunction in Hair Care Infringement Dispute

By Tom McParland |

A Delaware federal judge on Thursday blocked a bid to halt L'Oreal from selling a line of hair care products, ruling that a competitor and one-time acquisition target was unlikely to prove that the cosmetics giant had infringed on the patent underlying its innovative hair treatment system.

Barry M. Klayman and Mark E. Felger

Standing in Foreclosure Actions Requires Holding Both Mortgage and Note

By Barry M. Klayman and Mark E. Felger |

A divided Delaware Supreme Court recently held that a mortgage assignee must be entitled to enforce the underlying obligation that the mortgage secures in order to foreclose on the mortgage.

patent stamp

Texas Judge Sets Patent Venue Test for a Post-TC Heartland World

By Scott Graham |

U.S. District Judge Rodney Gilstrap would allow suits to stay in the Eastern District of Texas even if a defendant has no physical presence there.

AmTrust Faces New Suit Over Alleged False Accounting Scheme

By Tom McParland |

Two Florida-based pension funds have enlisted attorneys from Grant & Eisenhofer in a Delaware derivative suit accusing the directors of AmTrust Financial Services Inc. of enabling a massive scheme to report false financials.

Chancery Court Blocks Use of Business Judgment Rule in Derivative Suit

By Tom McParland |

The Delaware Court of Chancery has blocked the directors of the biotechnology firm Sorrento Therapeutics Inc. from invoking business judgment protections to guard against derivative claims that they used two schemes to siphon value away from the company and into their own pockets.

Takata airbag components presented before a U.S. Senate Committee on Commerce, Science, and Transportation at a hearing on Nov. 20, 2014.

Weil Grabs Bankruptcy Wheel for Ailing Air Bag Maker Takata

By Brian Baxter |

Japanese auto parts manufacturer Takata Corp. has turned to Weil, Gotshal & Manges and two other firms as it pursues a $1.6 billion sale to Key Safety Systems Inc.

Brett McCartney

Chancery Holds That Deal Price Is Fair Value in Massive Appraisal Fight

By Brett M. McCartney |

In In re Appraisal of PetSmart, one of Delaware's largest appraisal litigations in history, the Delaware Court of Chancery held that the deal price in PetSmart Inc.'s going-private transaction was the best evidence of fair value.

Planned Exit From Cookie Contract Was Half-Baked, Bouchard Rules

By Tom McParland |

The Delaware Court of Chancery on Monday ruled that Interbake Foods could not rely on its "material adverse change" argument to escape a contract to market cookies for Mrs. Fields Brands Inc. at grocery and convenience stores.

Eliquis.

Attorney Pushes Removal Before Service Argument in Eliquis Dispute

By Tom McParland |

An attorney representing plaintiffs in consumer lawsuits against Bristol-Myers Squibb and Pfizer Inc. is contesting the drugmakers' quick removal of the cases from state to federal court, setting the stage for a showdown over an issue that has divided federal judges and created a rift on Delaware's district court.

Mezzanine Debt Versus Preferred Equity

By David Broderick and Brian Donnelly |

Mezzanine Debt versus Preferred Equity: which investment structure is utilized by the subordinate capital provider is often determined by the regulatory and other circumstances and objectives of the senior lender and not the preferences of the subordinate capital provider.