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Delaware
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March 07, 2024
IP Forecast: 2nd Circ. To Consider Whether Seltzer Is Beer
The Modelo brand will head to the Second Circuit next week to argue that a Manhattan jury erred when it found that Corona's flavored seltzer is just about the same as beer in light of a contract that the companies entered. Here's a look at that case — plus all the other major intellectual property matters on deck in the coming week.
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March 07, 2024
Del.'s Corp. Law Dominance A Hot Topic At Tulane Conference
Whether Delaware will continue to be where many companies choose to incorporate and its courts will remain the go-to venue for deciding high-stakes business disputes was a hot topic of conversation as Tulane Law School commenced its annual Corporate Law Institute on Thursday.
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March 07, 2024
Chancery Clears Way For March 22 Trump Media SPAC Vote
Efforts to take former President Donald Trump's Truth Social media platform public have continued moving ahead after Delaware's Court of Chancery rejected a full preliminary injunction sought by a former executive of the blank-check company involved before a key vote on the take-public merger.
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March 07, 2024
Harpoon Shareholder Sues For Records On $680M Merck Buy
A shareholder of Harpoon Therapeutics Inc. sued in Delaware's Court of Chancery Thursday for corporate documents related to the company's proposed $680 million cash buyout by Merck, saying the proposed deal appears to unfairly "lock in a windfall for select Harpoon investors."
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March 07, 2024
Renesas Sued In Chancery Over $315M Merger Payments
A representative for shareholders of an Israel-based software company have hit Renesas Electronics Corp. with a contract suit in Delaware Chancery Court accusing the Japanese semiconductor maker of failing to pay "earnout" milestones after it merged with the software company in December 2021.
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March 07, 2024
Cano Health's Ch. 11 Financing Approved Consensually
Primary care group Cano Health Inc. told a Delaware bankruptcy judge Thursday that productive talks with a recently appointed creditors' committee had enabled it to submit a consensual order to gain final approval for its $150 million Chapter 11 loan.
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March 07, 2024
Investor Sues In Del. Over Space Co.'s Lockheed Bid Block
The board members of satellite maker Terran Orbital Corp. are protecting their power and infringing on shareholders' rights by adopting "an unreasonable and overbroad poison pill" in response to Lockheed Martin Corp.'s recent $606 million takeover attempt, a stockholder alleges in a new Delaware Chancery Court complaint.
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March 07, 2024
EV Charging Co. Hits Ch. 11 With Plan For Lender Takeover
Electric vehicle charging company Charge Enterprises Inc. filed for Chapter 11 protection Thursday in Delaware bankruptcy court with $48.7 million in debt, saying it plans to hand control of the company to lenders following a dispute with an investment adviser.
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March 06, 2024
Latham Passes Skadden As Busiest Securities Defense Firm
Despite a downward trend in securities case filings over the past three years, Latham & Watkins LLP has remained one of the most active law firms on the defense side, taking over the top spot from Skadden Arps Slate Meagher & Flom LLP, according to reports released by Lex Machina.
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March 06, 2024
Meta Must Tackle Increased Account Hijackings, 41 AGs Say
A bipartisan group of 41 attorneys general have urged Meta Platforms Inc. to tackle the "dramatic" increase in hackers taking over Facebook and Instagram accounts, saying the attacks have caused financial harm to victims and their families and friends.
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March 06, 2024
Pa. Pharma Co. Cops To Adulterated-Drug Charges
A Pennsylvania generic drug manufacturer has pled guilty to federal charges that it sold adulterated drugs in the U.S. into interstate commerce and agreed to pay a $1.5 million penalty, the U.S. Department of Justice said Wednesday.
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March 06, 2024
Yellow Corp. Faces Pension Funds' Arbitration Bid In $6B Spat
Eleven retirement funds urged a Delaware bankruptcy judge Wednesday to order Yellow Corp. to arbitrate their claims worth over $6 billion, arguing it would be efficient to take the dispute before a benefits plan expert, while the trucking firm insisted that arbitration would delay its ongoing Chapter 11 proceedings.
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March 06, 2024
Weber Stockholders Vie For Chancery Suit Over $3.7B Deal
The competition among former Weber Inc. stockholders who sued over the grill maker's $3.7 billion squeeze-out by BDT Capital Partners LLC heated up Wednesday in Delaware's Court of Chancery as more than a dozen firms on teams led by Scott + Scott Attorneys at Law LLP, Friedlander & Gorris PA and Prickett Jones & Elliot PA battled to lead a consolidated class suit.
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March 06, 2024
Co. Says Chubb Unit Must Cover $5M Merger Dispute Defense
A holding company subsidiary of Banco Santander told a Delaware federal court that a Chubb unit must contribute to $5 million in legal expenses the company has incurred in defending itself in an underlying class action brought by minority shareholders who objected to a merger with another subsidiary.
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March 06, 2024
Del. Judge Asks If Byju's Ch. 11 Clawback Bid Is A Legal Claim
A Delaware bankruptcy judge asked for more briefing on a temporary restraining order demand by the U.S. arm of Indian tech giant Byju's Wednesday, saying he wasn't sure he had the authority to issue such an order in the debtor's $533 million clawback action because Byju's is seeking the return of cash assets.
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March 06, 2024
Network Biz Investor Challenges Board Removals In Chancery
An early preferred stockholder of PacketFabric sued the network-as-a-service provider in Delaware's Court of Chancery on Wednesday, requesting an order invalidating what it calls a conflicted board cramdown that converted the investor's preferred shares to common stocks and axed its two seats on the company's board.
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March 06, 2024
3rd Circ. Questions Who Can Sue Under NJ Cannabis Law
The Third Circuit on Wednesday struggled to pinpoint whether workers can sue employers under a New Jersey law that protects them from punishment for cannabis use, while also expressing unease about accepting Walmart's assertion that state regulators possess broad enforcement authority.
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March 06, 2024
Judge Rejects Equity Challenge To Virgin Orbit Ch. 11
A Delaware bankruptcy judge on Wednesday told Virgin Orbit LLC shareholders that she wouldn't retract confirmation of the satellite launch company's Chapter 11 liquidation plan, because Virgin Orbit appropriately sought approval even if the scheme left equity holders without hope of recoveries.
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March 06, 2024
3rd Circ. Bristles At Exxon Ignoring OSHA Whistleblower Order
A Third Circuit panel on Wednesday seemed exasperated with ExxonMobil's refusal to reinstate two fired whistleblowers despite an Occupational Safety and Health Administration order to do so, repeatedly grilling the energy company's counsel to come up with a good reason for flouting the directive.
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March 06, 2024
Epic Tesla Fee Bid May Blaze Extraordinary Chancery Path
An unprecedented $5 billion-plus stock-based fee award sought by class attorneys who recently short-circuited Tesla CEO Elon Musk's 12-step, $51 billion compensation package has set up an equally unprecedented test for Delaware Court of Chancery fee guidelines and a potential award one law expert described as "dynastic wealth."
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March 06, 2024
Gemini Scores Arbitration Bid In 'Earn' Crypto Investment Suit
Gemini Trust Co. LLC investors must arbitrate their claims that the cryptocurrency exchange misled them about the firm's interest-bearing accounts and were hurt after the program for the accounts was halted, with a New York federal judge finding that Gemini and its founders have shown that a valid arbitration agreement exists.
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March 06, 2024
Juniper Networks Sued In Del. For Details On $14B HP Sale
Leaders of artificial intelligence networking platform Juniper Networks Inc. are breaching their duties to stockholders by withholding material information about the company's recently announced $14 billion acquisition by Hewlett Packard Enterprise Co., a Juniper shareholder alleged Wednesday in a Delaware Court of Chancery complaint.
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March 06, 2024
L3Harris Deal For DE Shaw Board Seats Prompts Suit In Del.
An L3Harris Technologies Inc. stockholder has sued the aerospace and defense company in Delaware's Court of Chancery, challenging an agreement obliging it to recommend the election of two activist investor-backed board candidates.
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March 05, 2024
UMass, L'Oreal Fight Over Anti-Aging Cream May Be Near End
Cosmetics brand L'Oreal and the University of Massachusetts told a Delaware federal judge they "have agreed to resolve" a purportedly $200 million dispute over a method for adding an ingredient into moisturizing cream, nearly two years after a federal appeals court breathed new life into the patent case.
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March 05, 2024
Lordstown Ch. 11 Plan Confirmed After Settlements Reached
A Delaware bankruptcy judge confirmed the Chapter 11 plan of electric vehicle maker Lordstown Motors Corp. over the objection of the Office of the U.S. Trustee after finding that the debtor is eligible for a discharge of its liabilities.
Expert Analysis
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How Construction Industry Can Help Mitigate Wildfire Impact
The recent uptick of wildfires across North America has resulted in renewed calls for construction job site changes and increased management of sites in order to mitigate the risk of outbreaks and workers' exposure to hazardous air quality, say Josephine Bahn and Jeffery Mullen at Cozen O'Connor.
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Tales From The Trenches Of Remote Depositions
As practitioners continue to conduct depositions remotely in the post-pandemic world, these virtual environments are rife with opportunities for improper behavior such as witness coaching, scripted testimony and a general lack of civility — but there are methods to prevent and combat these behaviors, say Jennifer Gibbs and Bennett Moss at Zelle.
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3 Ways Courts Approach Patent Eligibility At Trial And After
Sorin Zaharia and Mark Liang at O’Melveny analyze all 36 district court cases where patent eligibility under Section 101 was decided at trial or post-trial after Alice, specifically focusing on how different districts address step two of the Alice inquiry, as well as the impact of each approach on the outcome.
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Employer Drug-Testing Policies Must Evolve With State Law
As multistate employers face ongoing challenges in drafting consistent marijuana testing policies due to the evolving patchwork of state laws, they should note some emerging patterns among local and state statutes to ensure compliance in different jurisdictions, say attorneys at Troutman Pepper.
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Disney Investor Suit Shows Limit Of Del. Books, Records Law
While Section 220 of the Delaware General Corporation Law remains an important shareholder tool to obtain access to corporate books and records, the Delaware Chancery Court's recent decision in Simeone v. Disney illustrates the extent that judges will allow the use of Section 220 to scrutinize disagreements about corporate speech on ESG issues, say Stephen Kraftschik and Robert Penza at Polsinelli.
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Challenging Standing In Antitrust Class Actions: Timing
The early resolution of Article III standing disputes in antitrust class actions can result in sizable efficiencies, but some litigants and courts are improperly relying on the Amchem and Ortiz U.S. Supreme Court cases to defer standing issues until after ruling on plaintiffs' class certification motions, say Michael Hamburger and Holly Tao at White & Case.
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Level Up Lawyers' Business Development With Gamification
With employee engagement at a 10-year low in the U.S., there are several gamification techniques marketing and business development teams at law firms can use to make generating new clients and matters more appealing to lawyers, says Heather McCullough at Society 54.
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Mallory Ruling Leaves Personal Jurisdiction Deeply Unsettled
In Mallory v. Norfolk Southern Railway, a closely divided U.S. Supreme Court recently rolled back key aspects of its 2017 opinion in Daimler AG v. Bauman that limited personal jurisdiction, leaving as many questions for businesses as it answers, say John Cerreta and James Rotondo at Day Pitney.
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What Constitutes A Sale Of 'All' Company Assets In Del.
The recent ruling in Altieri v. Alexy by the Delaware Chancery Court is a useful reminder of the facts-intensive and nuanced nature of the judicial analysis as to what constitutes a sale of all or substantially all of a company's assets, and provides helpful guidance as to the factors the court views as most critical in making the determination, say attorneys at Fried Frank.
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5 Ways Firms Can Rethink Office Design In A Hybrid World
As workplaces across the country adapt to flexible work, law firms must prioritize individuality, amenities and technology in office design, says Kristin Cerutti at Nelson Worldwide.
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False Ad Snapshot Shows Risks Of Geographic Origin Claims
A look at recent and historical cases involving deceptive use of geographic origin descriptors show that companies proclaiming they are American, but that sell products originating from outside the U.S., could be at risk under unfair competition laws or Federal Trade Commission enforcement, say attorneys at Carlson Gaskey.
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Opinion
Bar Score Is Best Hiring Metric Post-Affirmative Action
After the U.S. Supreme Court's ruling striking down affirmative action admissions policies, law firms looking to foster diversity in hiring should view an applicant's Multistate Bar Examination score as the best metric of legal ability — over law school name or GPA, says attorney Alice Griffin.
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2 Years Later: TransUnion's Impact On Data Breach Litigation
In the two years since the U.S. Supreme Court’s landmark TransUnion decision, plaintiffs have sought to bypass the effects of the ruling — which poses a significant impediment to large data breach class actions and uncertainty for cyber insurers — through various clever pleading forms, say Jason Fagelman and Sarah Cornelia at Norton Rose, and Amanda Thai at Beazley.
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Ghosting In BigLaw: How To Come Back From Lack Of Feedback
Junior associates can feel powerless when senior colleagues cut off contact instead of providing useful feedback, but young attorneys can get back on track by focusing on practical professional development and reexamining their career priorities, says Rachel Patterson at Orrick.
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Worker Accommodations After Justices' Religious Bias Ruling
While the U.S. Supreme Court's recent Groff v. DeJoy decision makes it easier for employees to obtain religious accommodations under Title VII, it also guarantees more litigation over what counts as a substantial hardship for businesses, as lower courts will have to interpret the exact contours of the new standard, says Caroline Corbin at the University of Miami School of Law.