Potter Anderson & Corroon LLP

Solak v. Sarowitz et al., C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016) (Bouchard, C.)

In this opinion, the Court of Chancery held that Section 109(b) of the Delaware General Corporation Law (the “DGCL”) prohibits a bylaw shifting to a stockholder plaintiff the attorneys’ fees and other expenses incurred by the…more
| Business Organizations, Business Torts, Civil Procedure, Civil Remedies, Securities Law

I.A.T.S.E. Local No. One Pension Fund v. General Electric Company, C.A. No. 11893-VCG (Del. Ch. Dec. 6, 2016) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery rejected defendants’ argument that certain fiduciary duty claims asserted by a pension fund with respect to a squeeze out merger adhered to the stock received as consideration in…more
| Business Torts, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

IAC Search, LLC v. Conversant LLC, C.A. No. 11774-CB (Del. Ch. Nov. 30, 2016) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery dismissed pursuant to Rule 12(b)(6) Plaintiff IAC Search, LLC’s (“IAC”) claim against Defendant Conversant LLC, formerly known as ValueClick, Inc. (“ValueClick”), that it…more
| Business Torts, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

CLIENT ALERT: Delaware Supreme Court Relaxes Inquiry into Director Independence in Demand Futility Context

Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016). In this en banc majority opinion, the Delaware Supreme Court signaled that, at least in the context of a demand futility analysis involving a corporation with a…more
| Business Organizations, Business Torts, Civil Procedure, Securities Law

CLIENT ALERT: Implementation of FLSA Overtime Rule on Hold: Delaware Law Firm

A Texas court issued a nationwide injunction yesterday, prohibiting enforcement of the Department of Labor’s (DOL) new overtime rule redefining salaried, exempt employees. The rule was set to go into effect on December 1. The…more
| Civil Remedies, Elections & Politics, Labor & Employment Law

Baker v Sadiq C.A. No. 9464-VCL (Del. Ch. Aug. 16, 2016) (Laster, V.C.)

In this letter opinion, the Court of Chancery awarded $650,000 in attorney’s fees to counsel for the minority stockholders of NavSeeker, Inc. (“NavSeeker”), resolving a dispute regarding how a fee award should be determined in…more
| Civil Procedure, Civil Remedies, Commercial Law & Contracts, Securities Law

In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR (Del. Ch. June 30, 2016) (Montgomery-Reeves, V.C.).

In this memorandum opinion, the Court of Chancery dismissed claims for breach of fiduciary duty under Chancery Rule 12(b)(6), holding that an irrebuttable business judgment rule standard applies to a merger effected under…more
| Business Organizations, Business Torts, Civil Procedure, Mergers & Acquisitions, Securities Law

Obeid v. Hogan, C.A. No. 11900-VCL (Del. Ch. June 10, 2016) (Laster,VC)

In this memorandum opinion, the Court of Chancery held that it was an improper abdication of authority for the board of directors of a Delaware limited liability company that had adopted the governance structure of a…more
| Business Organizations, Business Torts, Civil Procedure, Civil Remedies

CDX Holdings, Inc. (f.k.a. Caris Life Sciences, Inc.) v. Kurt Fox, No. 526, 2015 (Del. June 6, 2016) (Holland, J)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial ruling that Caris Life Sciences’ (“Caris” or the “Company”) board of directors (the “Board”) breached a stock…more
| Business Organizations, Civil Remedies, Labor & Employment Law, Mergers & Acquisitions, Securities Law

In re Appraisal of Dell Inc., C.A. No. 9322 (Del. Ch. May 11, 2016) (Laster, V.C.)

In this opinion, the Court of Chancery held that, through the “Byzantine and path-dependent system by which stockholders voted on a proposed merger,” fourteen mutual funds sponsored by T. Rowe Price & Associates, Inc. (“T…more
| Business Organizations, Civil Procedure, Mergers & Acquisitions, Securities Law

CLIENT ALERT: Department of Labor Publishes Final Changes to Overtime Requirements Under the Fair Labor Standards Act

On May 18, 2016, President Obama and Department of Labor Secretary Perez announced the publication of the Department of Labor’s (“DOL”) final rule amending important overtime regulations under the Fair Labor Standards Act…more
| Labor & Employment Law

Dieckman v. Regency GP LP, et al., C.A. No. 11130-CB (Del. Ch. Mar. 29, 2016) (Bouchard, C.)

In this opinion, the Delaware Court of Chancery reaffirmed that default fiduciary duties, including a duty of disclosure, may be modified or wholly eliminated when such modification or elimination is clearly set forth in a…more
| Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Genuine Parts Co. v. Cepec, C.A. No. N15C-02-184 (Del. April 18, 2016) (Strine, C.J.)

In this important decision construing the scope of Delaware’s registration statutes for foreign corporations, the Delaware Supreme Court ruled that such statutes provide a means for service of process, but do not confer general…more
| Business Organizations, Civil Procedure, Products Liability

Contract Assignment in M&A Transactions

Given the pace of M&A transactions and the abundance of issues to be negotiated, there is a danger that transferability of third-party contracts (i.e., the need for consent and obtaining the same) can be lost in the shuffle. The…more
| Commercial Law & Contracts, Mergers & Acquisitions

Hazout v. Tsang Mun Ting, No. 353, 2015 (Del. Feb. 26, 2016) (Strine, C.J.)

In this decision, the Delaware Supreme Court rejected a long line of judicial decisions that had significantly limited the circumstances in which Delaware courts could exercise personal jurisdiction over nonresident directors…more
| Business Organizations, Business Torts, Civil Procedure
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