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Delaware
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February 15, 2024
DIP Lenders Sue Allegiance Coal Over $1.8M In Unpaid Fees
Debtor-in-possession lenders of bankrupt mining operation Allegiance Coal USA Ltd. have filed a Chapter 11 adversary suit in Delaware, saying the company has not paid them $1.8 million in fees owed under a court-approved DIP loan order.
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February 15, 2024
Chancery Caseload Concerns Persist, Del. Chief Justice Says
As the Delaware Chancery Court prepares for the departure of another one of its longest-serving judges, the First State's chief justice told state legislators Thursday that more help is needed to address ongoing concerns about burnout on the bench.
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February 15, 2024
Chancery Nixes Most Of Frank Founder's $835K Fee Demand
The indicted founder of student financial planning venture Frank may not "shoehorn" new legal fee claims into a May 2023 court order that JPMorgan Chase Bank NA pay her defense on charges that she defrauded the bank when it bought her startup for $175 million in 2021, Delaware's Court of Chancery has ruled.
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February 15, 2024
Petition Watch: Classes, Litigation Changes & Fraud Theories
The U.S. Supreme Court receives thousands of petitions for review each term, but only a few make the news. Here, Law360 looks at four petitions filed in the past three weeks that you might've missed, including questions over how courts should analyze class certification bids and regulations restricting specific speech for content-neutral reasons, whether plaintiffs must reestablish standing after amending lawsuits, and what constitutes fraud.
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February 15, 2024
Peer Street Hits Back Against Ch. 7 Conversion Efforts
Bankrupt real estate investment firm Peer Street Inc. hit back at creditors' motions to convert its case to a Chapter 7 liquidation, saying to the Delaware bankruptcy court that conversion would torpedo its restructuring plan, which has the support of secured creditors and the unsecured creditors committee.
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February 15, 2024
Vice Chancellor Sam Glasscock Retiring From Del. Chancery
Delaware's Court of Chancery will lose its current longest-serving, and perhaps most folksy, jurist this year with the planned retirement of Vice Chancellor Sam Glasscock III from the court after nearly 25 years, Delaware's chief justice revealed today.
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February 14, 2024
Karuna Faces Investor Suit Over $14B Bristol Myers Buyout
A Karuna Therapeutics Inc. shareholder has filed suit against the Boston-based biotechnology company alleging a proxy statement related to a proposed $14 billion buyout deal between Karuna and Bristol Myers Squibb contained false and misleading information and omitted key facts.
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February 14, 2024
Del. Justices Mull Reviving $500M Maxim Merger Suit
Former shareholders of circuit maker Maxim Integrated Products Inc. told Delaware's top court Wednesday the investors weren't fully informed when they approved a $21 billion merger with Analog Devices Inc. that also cut off a $500 million, four-quarter string of dividends.
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February 14, 2024
Westell, Shareholders Reach $2.2M Deal In Stock-Split Suit
Westell Technologies Inc. shareholders challenging a type of stock split engineered by the company told Delaware's Court of Chancery that they have agreed to settle their claims for $2.2 million and plan to request attorney fees of no more than $550,000.
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February 14, 2024
Pharma Co. Humanigen Gets OK For Ch. 11 Sale
Drug researcher Humanigen Inc. can sell nearly all of its assets to a company formed by its CEO, a Delaware bankruptcy judge ruled Wednesday, after the debtor, the buyer and the official committee of unsecured creditors struck a deal resolving objections to the Chapter 11 sale.
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February 14, 2024
Breach Of Contract Claims Trimmed In $30M GameStop Suit
A Delaware federal court dropped some allegations related to the breach of contract claims against GameStop in a $30 million fee dispute, saying the plaintiff, Boston Consulting Group, has not pled a viable claim in some instances despite having three chances to do so.
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February 14, 2024
Breast Implant Co. Wants Ch. 11 Sale Closed In 60 Days
A Delaware bankruptcy judge granted breast implant manufacturer Sientra preliminary approval Wednesday to tap $22.5 million in Chapter 11 financing and start the process of selling its business within a two-month timetable.
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February 14, 2024
French-Door Fridge Buyers Sue Whirlpool Over Broken Panels
Refrigerator buyers claim Whirlpool Corp. designed its french-door fridges in such a way that causes the front-facing ice and water control panel to become totally useless, often resulting in an expensive repair or the consumer buying a new one, according to a complaint filed in Delaware federal court.
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February 14, 2024
Drug Co. Paratek's Officers Sued In Del. Over $462M Sale
Former stockholders of drug developer Paratek Pharmaceuticals Inc. have sued five directors and officers in Delaware's Court of Chancery, accusing those named of slow-walking company sale efforts and snubbing up to 50% higher offers in favor of a $462 million deal that allegedly assured the directors and officers maximum benefits.
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February 14, 2024
Chancery Flipped SeaWorld Stock Claims, Ex-Execs Tell Court
A Chancery Court judge "got it backwards" when he concluded that 19 former executives of SeaWorld Entertainment Inc. weren't entitled to vesting rights in connection with a 2017 stock sale, because he read the executives' separation and equity agreements out of order, an attorney for the executives told Delaware's Supreme Court on Wednesday.
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February 14, 2024
Musk To Face Severance Fight In Del. Court After Stay Lifted
A proposed class action claiming workers didn't receive their severance or were fired after Elon Musk acquired Twitter is back on track after a Delaware federal judge lifted a temporary stay Wednesday.
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February 13, 2024
Ambrx Shareholders Sue Over Proposed $2B J&J Deal
Two new suits filed in Delaware federal court allege Ambrx Biopharma Inc. and its top executives omitted important information about a $2 billion proposed Johnson & Johnson buyout in the deal's proxy statement.
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February 13, 2024
NH Power Plant Says Electricity Deal Is Leaving It Broke
The operator of a biofuel power plant in New Hampshire received the go-ahead from a Delaware bankruptcy judge Tuesday to keep the lights on for another week while it negotiates over a contract the debtor insists is forcing it to produce electricity for free.
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February 13, 2024
Soroc Tech Sues In Del. For $115M Merger Takeback
Soroc Technology Holdings LLC sued MainOne Technology Solutions LLC on Tuesday in Delaware's Court of Chancery, seeking recovery of the $115 million it paid in early 2022 for its acquisition of MainOne's interest in DecisionOne Corp.
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February 13, 2024
Fruit Co. Seeks $122M Private Sale To Avoid Ch. 11 Auction
California stone fruit producer Prima Wawona has asked a Delaware bankruptcy court to approve a streamlined credit bid sale rather than force it to face the uncertainties of a Chapter 11 auction, given the company's urgent need to address its financial situation.
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February 13, 2024
Kidde-Fenwal Row Not For Bankruptcy Court, Insurers Say
A group of insurers have asked that a Delaware federal court, rather than a bankruptcy court, handle their dispute with Kidde-Fenwal Inc. over whether they owe a defense in thousands of suits the fire-suppression company is facing over so-called forever chemicals.
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February 13, 2024
Beauty Company Hit With Derivative Suit Over Skin Tech Woes
Directors and officers at the Beauty Health Co. hid bad news about a defective skin care device for 18 months, leading to stock price drops, analyst downgrades and a securities class action when the truth was finally revealed, a shareholder alleges in a new Delaware Chancery Court complaint.
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February 13, 2024
FDA, Creditors Oppose Drugmaker Humanigen's Ch. 11 Sale
Biopharmaceutical company Humanigen faced fire on multiple fronts Tuesday after it asked the Delaware bankruptcy court to approve a $2 million stalking horse credit bid from its debtor-in-possession lender, an entity founded by the debtor's chief executive, that is opposed by the FDA and certain creditors.
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February 13, 2024
3rd Circ. Says Evidence Overlooked In Somali's Torture Claims
The Third Circuit on Tuesday revived a Somali man's deportation relief bid based on claims he'd likely be tortured for returning to Somalia from the U.S. and for belonging to a minority group, ruling that an immigration judge ignored evidence of his risks.
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February 13, 2024
Ingevity Again Denied New Verdict, Trial Against $85M Loss
A Delaware federal judge again refused Tuesday to upend BASF's $85 million jury win over Ingevity's locking up of the automobile carbon capture technology market, concluding that "substantial evidence" backs the antitrust findings.
Expert Analysis
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Bankruptcy Ruling Guides Secured Lenders On Proxy Rights
The Delaware bankruptcy court’s recent ruling in the case of CII Parent is an example of how a secured lender can utilize proxy rights to affect a borrower's ability to use bankruptcy as a protective tool against lender action, say David Wender and Nathaniel DeLoatch at Eversheds Sutherland.
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A Look At Corwin Cleansing After Chancery Edgio Ruling
The Delaware Chancery Court's denial of Corwin cleansing in an action seeking post-closing injunctive relief in the Edgio stockholders case has potentially significant implications for corporations and their boards in the negotiation of investment agreements with significant stockholders, say attorneys at Cleary.
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Opinion
Time For Law Schools To Rethink Unsung Role Of Adjuncts
As law schools prepare for the fall 2023 semester, administrators should reevaluate the role of the underappreciated, indispensable adjunct, and consider 16 concrete actions to improve the adjuncts' teaching experience, overall happiness and feeling of belonging, say T. Markus Funk at Perkins Coie, Andrew Boutros at Dechert and Eugene Volokh at UCLA.
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Opinion
Duty To Oversee ESG Risks Would Erode Biz Judgment Rule
Imposing a duty to oversee ESG business risks on directors and officers is the exact kind of second-guessing that the business judgment rule is supposed to protect against, and it could expose corporate leaders to ruinous liability and disincentivize serving on public company boards, say Stephen Leitzell and Richard Horvath at Dechert.
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Tips For In-House Legal Leaders In A Challenging Economy
Amid today's economic and geopolitical uncertainty, in-house legal teams are running lean and facing increased scrutiny and unique issues, but can step up and find innovative ways to manage outcomes and capitalize on good business opportunities, says Tim Parilla at LinkSquares.
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What Associates Need To Know Before Switching Law Firms
Excerpt from Practical Guidance
The days of staying at the same firm for the duration of one's career are mostly a thing of the past as lateral moves by lawyers are commonplace, but there are several obstacles that associates should consider before making a move, say attorneys at HWG.
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A Case For Sharing Mediation Statements With Counterparties
In light of a potential growing mediation trend of only submitting statements to the mediator, litigants should think critically about the pros and cons of exchanging statements with opposing parties as it could boost the chances of reaching a settlement, says Arthur Eidelhoch at Eidelhoch Mediation.
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Tackling Long-Tail Legacy Liability Risk: A Defendant's Toolkit
Johnson & Johnson was recently rebuffed in its efforts to employ the "Texas Two-Step," which is likely to affect this increasingly popular method to isolate and spin off large asbestos and talc liabilities, but companies have multiple options to reduce long-tail legacy liability risk, says Stephen Hoke at Hoke LLC.
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A Potent Tool For Boards In Derivative Litigation
The recent Delaware Chancery Court ruling in Baker Hughes illustrates the crucial role special litigation committees play in maintaining board control over derivative litigation, even when the plaintiffs have excused demand on the board to bring the litigation based on the board's nonindependence or conflicts, say attorneys at Fried Frank.
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Preparing For Legal Scrutiny Of Data Retention Policies
Two recent cases involving Google and Meta should serve as a call to action for companies to ensure their data retention policies are updated and properly implemented to the degree of being able to withstand judicial scrutiny, especially as more data is generated by emerging technologies, say Jack Kallus and Labeed Choudhry at Kaufman Dolowich.
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FTX Proceedings Highlight D&O Issues Amid Bankruptcy
A Delaware bankruptcy judge’s recent refusal of Samuel Bankman-Fried's request to access FTX's directors and officers coverage serves as a reminder of the interplay of bankruptcy law and D&O insurance policies, and some best practices for policyholders when pursuing D&O coverage during bankruptcy, say Geoffrey Fehling and Justin Paget at Hunton.
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Fed. Circ. Ruling Can Serve To Guide Patent Range Claims
The Federal Circuit's recent UCB v. Actavis Laboratories decision explains the ways patent range overlap may affect validity, consolidates multiple lines of case law in this area, and provides a road map for practitioners to understand how lower courts may consider such cases going forward, say Luke Reilly and Katherine Helm at Dechert.
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Opinion
Attorneys Should Have An Ethical Duty To Advance DEI
National and state bar associations are encouraging attorneys to apply diversity, equity and inclusion practices in the legal profession and beyond, and these associations should take it one step further by formally recognizing ethical duties for attorneys to promote DEI, which could better the legal profession and society, says Elena Mitchell at Moore & Van Allen.
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Data-Driven Insights Are Key To Attracting Today's Clients
As law firm growth slows and competition for clients increases, modern firms must rely on robust data analytics to develop the sector-based expertise and industry insights that clients increasingly prioritize in relationships with counsel, says Lavinia Calvert at Intapp.
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In Arbitration, Consider The Influence Of State Laws
A California appellate court's recent refusal, based in state law, to compel arbitration in Barraza v. Tesla illustrates the importance of understanding substantive and procedural differences between state arbitration law and the Federal Arbitration Act — and when those distinctions can alter case outcomes, says Richard Mason at MasonADR.