Recent News

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.