Potter Anderson & Corroon LLP

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

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
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