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  • December 20, 2018

    Newfield Shareholder Sues To Block $5.5B Encana Deal

    A Newfield Exploration Corp. investor opened a proposed class challenge to the oil and gas company’s planned $5.5 billion all-stock merger with Encana Corp. in Delaware federal court Wednesday, accusing the company, its directors and Encana of a range of Securities Act disclosure violations.

  • December 20, 2018

    Discovery Fight Looms After Alno's Ch. 15 Recognition

    A Delaware bankruptcy judge granted recognition of the German insolvency proceedings of homeware maker Alno AG Thursday, setting the stage for a dispute between the Chapter 15 debtor and its main creditors over Alno’s intention to seek discovery from those parties.

  • December 20, 2018

    Coastal State AGs Want In On Seismic Testing Permits Fight

    Nine East Coast state attorneys general on Thursday sought to join a suit challenging the Trump administration's issuance of permits for oil and gas companies to injure or otherwise disrupt whales and other marine mammals during seismic testing off the Atlantic coast, a precursor for offshore drilling in the region.

  • December 20, 2018

    Delaware Rundown: What You Missed In Q4

    In the past three months, the Delaware judiciary gave a surprise ruling on a merger contract, revisited shareholders' ability to waive their appraisal rights and reinforced Corwin's limits. Here, Law360 outlines some of the biggest mergers and acquisitions-related developments in Delaware that lawyers need to know.

  • December 19, 2018

    Del. Justices Question Chancery's Oxbow Carbon Sale Order

    Delaware’s Supreme Court justices aimed sharp and sometimes skeptical questions Wednesday at a Chancery Court ruling that gave minority investors in William Koch’s Oxbow Carbon LLC clearance to force a sale of the multibillion-dollar business to pay for a buyout of their investment.

  • December 19, 2018

    Laundry Co. Can’t Stop Union Pamphleting, 3rd Circ. Rules

    A Pennsylvania laundry company broke federal labor law when it prevented union representatives from distributing pro-union materials in the public right-of-way next to its facility, but it was within its rights when its general manager called the police, the Third Circuit ruled Tuesday.

  • December 19, 2018

    HIG, Bain Escape 6 Of 8 Claims In Surgery Center Buy

    Delaware's Chancellor on Wednesday tossed direct claims for breach of fiduciary duty lodged against Surgery Partners Inc., HIG Capital and Bain Capital in an investor suit over the $760 million acquisition of a surgery center while upholding derivative claims for breach of duty against HIG and aiding and abetting claims against Bain.

  • December 19, 2018

    Open Road Settles Contract Issues To Get OK On Ch. 11 Sale

    Bankrupt film distribution company Open Road Films LLC reached an agreement with its proposed buyer and a group of film producers over contract assumption issues to gain approval for its $85 million Chapter 11 assets sale Wednesday in Delaware.

  • December 19, 2018

    2 More Ex-Wilmington Trust Execs Get Years Behind Bars

    Two former Wilmington Trust executives said to have played critical on-the-ground roles in hiding a massive pile of bad loans from regulators and investors — eventually breaking the regional bank — were sentenced in Delaware federal court Wednesday to prison terms of 4½ and three years.

  • December 19, 2018

    Del. Chancery Strikes Charters' Fed. Court Provisions

    A Delaware Chancery Court ruling Wednesday struck down three state-chartered company bylaws mandating federal district court handling of 1933 Securities Act complaints, declaring Delaware companies can only limit forum options for internal corporate matters.

  • December 19, 2018

    Schumer To Trump: No End-Of-Year Deal On Judges

    Senate Minority Leader Chuck Schumer, D-N.Y., likely sank the hopes of about three dozen judicial nominees for being confirmed any time soon, saying Wednesday he would object to advancing any of them swiftly before the end of the year.

  • December 19, 2018

    Rockport Ch. 11 Estate Gets Approval For Liquidation Plan

    The Chapter 11 successor of footwear retailer The Rockport Co. LLC received court approval Wednesday in Delaware for a plan of liquidation that will fund claim reserves for payment of administrative expenses and professional fees.

  • December 19, 2018

    Tire Distributor ATD’s Debt-For-Equity Ch. 11 OK'd In Del.

    A Delaware judge on Wednesday approved replacement tire distributor ATD Corp.’s Chapter 11 debt-for-equity plan, clearing the way for the company to soon emerge from bankruptcy with its roughly $2.6 billion in debt reduced by about $1.1 billion.

  • December 18, 2018

    Red Hat Shareholder Sues To Stop $34B IBM Sale

    A Red Hat Inc. investor filed a putative class action Tuesday in Delaware federal court seeking to block a shareholder vote on the software company's planned $34 billion sale to IBM, saying a proxy statement urging support for the deal omits or misrepresents information needed to make an informed decision.

  • December 18, 2018

    Chancery Clerk's Termination For Emailing Zuckerberg Upheld

    A Chancery Court clerk fired last year for using her work email to seek Facebook CEO Mark Zuckerberg’s help with a personal business venture was properly denied unemployment insurance afterward, according to a Delaware Superior Court judge.

  • December 18, 2018

    Bondholders Say Nix Ruling In $1.2B Crystallex Award Row

    Holders of bonds issued by Petróleos de Venezuela SA have urged the Third Circuit to overturn a decision allowing Crystallex International Corp. to seize shares in Citgo's parent company, saying it could jeopardize their interests as creditors of the state-owned oil company.

  • December 18, 2018

    Weinstein Accusers Say Ch. 11 Emails Need To Be Reviewed

    Attorneys representing a group of women accusing movie executive Harvey Weinstein of sexual misconduct told a Delaware bankruptcy judge Monday that documents being given to Weinstein in the Chapter 11 case of his former studio should be subject to a protective order in a New York civil case against the mogul.

  • December 18, 2018

    Investors Say Digital Video Co. Sale Squeezed Them Out

    A pair of shareholders of a digital video distribution company asked the Delaware Chancery Court to appraise their shares in the firm in a petition made public Tuesday, saying two transactions undertaken by management squeezed them out of their ownership position.

  • December 18, 2018

    NJ Fraudster Can No Longer Delay Foreclosure, 3rd Circ. Says

    The Third Circuit has refused to disturb a bankruptcy court's liquidation of a legally embattled New Jersey college professor's assets in furtherance of a bank's long-stalled foreclosure on her home, ruling Monday that she never raised any "meaningful challenge" to the move beyond her disagreement with it.

  • December 18, 2018

    IRS Suit Too Late, Dead NFL Player's Ex Tells 3rd Circ.

    The former spouse of deceased NFL player Jeffrey Komlo appealed a district court’s affirmation of federal taxes and penalties, telling the Third Circuit on Tuesday that the lower court wrongly extended the IRS’ deadline to sue for the funds owed.

Expert Analysis

  • Opinion

    Celebrate Veterans By Improving Their Access To Justice

    Linda Klein

    Attorneys should think beyond the Veterans Day parades and use their time and talents to help the many veterans facing urgent legal issues, says Linda Klein of Baker Donelson Bearman Caldwell & Berkowitz PC.

  • Bringing Alcoholic Beverage Coupons Into The Digital Age

    Alva Mather

    Laws on coupons and rebates for alcoholic beverages vary across the country. Ascertaining the legal status of digital coupons, which may not have been envisioned when a state's laws were written, creates additional wrinkles for companies, says Alva Mather of DLA Piper.

  • Opinion

    Time To Reclaim Wellness For All Lawyers

    Leesa Klepper

    The decision last month by Baker McKenzie’s global chairman to step down due to exhaustion indicates that the legal profession needs to mount a broader wellness effort to address long hours, high stress, frequent travel and the daily demands of practice, says Leesa Klepper, director of Thrivewell Coaching.

  • Opinion

    AGs Are Now The 1st Round Draft Picks Of American Politics

    Joshua Spivak

    Given their recent track record and growing policy power, state attorneys general should be the group everyone is watching on Election Day. Chances are the winners of these races will move to higher offices soon enough, says Joshua Spivak, senior fellow at the Hugh L. Carey Institute for Government Reform at Wagner College.

  • State Anti-SLAPP In Federal Court: An Update From Texas

    April Farris

    Can litigants use the powerful Texas Citizens Participation Act in the Fifth Circuit? The upcoming decision in Klocke v. Watson is likely to resolve this question, but that answer could be short-lived if the U.S. Supreme Court resolves the circuit split over state anti-SLAPP applicability, say April Farris and Matthew Zorn of Yetter Coleman LLP.

  • Tips For Drafting M&A Agreements After Akorn

    Gail Weinstein

    The Delaware Chancery Court's recent decision in Akorn v. Fresenius has been widely reported because the court, for the first time, found that a target company had suffered a “material adverse effect.” But the 246-page opinion is also a primer on how the court may interpret numerous standard provisions in merger agreements and in corporate contracts generally, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Protecting Law Firm Talent At Both Ends

    Susan Blakely

    By 2030, it is possible that 75 percent of lawyers practicing in the U.S. will be millennials. A broadened focus on retention and advancement of all young lawyers is therefore a logical step forward but it fails to address another major retention issue that law firms should explore, says Susan Smith Blakely of LegalPerspectives LLC.

  • Q&A

    Wendy Olson Talks Twin Falls, Tribes, Private Practice

    Wendy Olson

    Former U.S. Attorney for the District of Idaho Wendy Olson discusses her decades of experience prosecuting white collar crimes and civil rights violations, her work and challenges as U.S. attorney, and her move to private practice.

  • Prospects For Tax Policy In A Divided Post-Election Congress

    Evan Migdail

    The outcome of next week's election remains uncertain, but it is possible to predict some of the policy changes and legislative initiatives likely to arise during lame duck and 116th congressional sessions if Democrats regain a majority in the House of Representatives, say Evan Migdail and Melissa Gierach at DLA Piper LLP.

  • Series

    Judging A Book: Brown Reviews 'Dangerous Leaders'

    Judge Nannette Jolivette Brown

    Anthony Thompson’s "Dangerous Leaders: How and Why Lawyers Must Be Taught to Lead" explores the conflict many lawyers face when charged with the responsibility of leadership. The book is an excellent read for all lawyers, says U.S. District Chief Judge Nannette Jolivette Brown of the Eastern District of Louisiana.