Potter Anderson & Corroon LLP

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

Louisiana Municipal Police Employees’ Retirement System v. Black, C.A. No. 9410-VCN (Del. Ch. Feb. 19, 2016) (Noble, V.C.)

In this letter opinion, the Court of Chancery awarded a $144,375 fee to counsel for Louisiana Municipal Police Employees’ Retirement System (“Plaintiff”) on a mootness fee application in connection with the terminated merger…more
| Civil Procedure, Civil Remedies, Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions

RBC Capital Markets, LLC v. Jervis, No. 140, 2015 (Del. Nov. 30, 2015) (Valihura, J.)

In this en banc decision, the Delaware Supreme Court affirmed the principal legal holdings and final judgment of the Court of Chancery finding, among other things, that RBC Capital Markets, LLC (“RBC”) aided and abetted breaches…more
| Business Torts, Civil Procedure, Civil Remedies, Commercial Law & Contracts, Mergers & Acquisitions

CLIENT ALERT: EEOC Proposes to Require Large Employers to Report Wage and Hour Data

On January 29, 2016, the Equal Employment Opportunity Commission (the “EEOC”) announced proposed rule changes that would require all “large employers” (i.e., employers with 100 or more employees) and federal contractors to…more
| Civil Rights, Labor & Employment Law

In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016) (Bouchard, C.)

This opinion represents the Court of Chancery’s latest and most definitive move toward greater scrutiny of disclosure-based settlements of stockholder class actions challenging public company mergers and acquisitions. In…more
| Business Organizations, Civil Procedure, Finance & Banking, Mergers & Acquisitions, Securities Law

CLIENT ALERT: Delaware Court of Chancery Adopts Materiality Standard For Approval Of “Disclosure Only” Settlements Of Stockholder Litigation

In re Trulia, Inc. Stockholder Litigation, Consolidated C.A. No. 10020-CB (Del. Chancery) - In this opinion, the Delaware Court of Chancery announced that it will not approve “disclosure only” settlements unless the…more
| Business Organizations, Civil Procedure, Mergers & Acquisitions, Securities Law

ESG Capital Partners v. Passport Special Opportunities Master Fund, C.A. No. 11053-VCL (Del. Ch. Dec. 16, 2015) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery granted in part and denied in part defendants’ motion to dismiss a complaint seeking declaratory relief in which plaintiffs alleged that certain investors in ESG Capital Partners…more
| Business Organizations, Business Torts, Civil Procedure, Civil Remedies, Commercial Law & Contracts

PECO Logistics, LLC v. Walnut Investment Partners, L.P., et al., C.A. No. 9978-CB (Del. Ch. Dec. 30, 2015) (Bouchard, C.)

In this opinion, the Court of Chancery resolved a dispute regarding a put right in an LLC agreement between PECO Logistics, LLC (“PECO”), a Delaware limited liability company, and two of its preferred equity holders, Walnut…more
| Business Organizations, Civil Procedure, Commercial Law & Contracts

Shaev v. Adkerson, C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss plaintiff’s claims that in granting one million restricted stock units, defendants, the board of directors of a corporation, violated its…more
| Business Organizations, Business Torts, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

Prairie Capital III, L.P v. Double E Holding Corp., C.A. No. 10127-VCL (Del. Ch. Nov. 24, 2015) (Laster, V.C.)

In this decision, the Delaware Court of Chancery granted in part and denied in part a motion to dismiss claims for fraud, aiding and abetting fraud, and conspiracy to commit fraud arising out of the acquisition of a private…more
| Business Torts, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Quadrant Structured Prods. Co. v. Vertin, C.A. No. 6990-VCL (Del. Ch. Oct. 20, 2015) (Laster, V.C.)

In this post-trial decision, the Court of Chancery held that a company’s repurchase of senior notes from an insider approximately six months after returning to solvency did not violate the express or implied terms of the…more
| Bankruptcy, Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts

2009 Caiola Family Trust v. PWA, LLC, C.A. No. 8028-VCP (Del. Ch. Oct. 14, 2015) (Parsons, V.C.)

In this 91-page post-trial opinion addressing a dispute between members of a Delaware limited liability company formed to own and operate a residential apartment complex in Kansas, the Court of Chancery held that the…more
| Business Organizations, Business Torts, Civil Procedure, Civil Remedies, Commercial Law & Contracts
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