Author Info for Morris James LLP

Ross Antonacci

2022 Amendments to the Delaware Statutory Trust Act

The Delaware General Assembly recently signed a bill amending the Delaware Statutory Trust Act (the “DSTA”). Most of the amendments became effective on August 1, 2022; however, a few amendments will not become effective until…more

Beneficial Owner, Business Development Companies, Safe Harbors, Trustees

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Samuel Bashman

Court of Chancery Denies Post-Trial Motions Seeking to Enjoin Tesla Defendants

Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. May 28, 2024) - Following the Court of Chancery’s post-trial opinion concerning Elon Musk’s compensation from Tesla (summarized here), Tesla submitted stockholder proposals…more

Board of Directors, Shareholder Litigation, Shareholder Proposals, Shareholders

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Allyson Britton

How to Handle Workplace and Off-Duty Conduct in Politically Charged Times

The current US political environment is often regarded as the most antagonistic and polarized in living memory, and has created landmines for employers. Personal politics have become increasingly controversial, pervading areas…more

Employee Rights, Employment Policies, First Amendment, Free Speech, NLRA

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Nicholas Caggiano, Jr.

2022 Amendments to the Delaware Statutory Trust Act

The Delaware General Assembly recently signed a bill amending the Delaware Statutory Trust Act (the “DSTA”). Most of the amendments became effective on August 1, 2022; however, a few amendments will not become effective until…more

Beneficial Owner, Business Development Companies, Safe Harbors, Trustees

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Vincent Cannizzaro, III

2024 Amendments to the General Corporation Law of the State of Delaware Go into Effect

The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance;…more

Board of Directors, Corporate Governance, Delaware General Corporation Law, Mergers, Shareholder Rights

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Albert Carroll

Chancery Determines LLC Agreement Required Payment to Remove Manager

Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) - The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary…more

Employer Liability Issues, Limited Liability Company (LLC), LLC Agreements, Written Agreements

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Clarkson Collins, Jr.

The Court of Chancery Provides Guidance on Whether Deprivation of an LLC Member’s Contractual Right to Vote Provides a Direct or Derivative Claim

The derivative suit concept so familiar in the corporate context has been grafted onto the limited liability form. The contractual nature of limited liability companies and their often closely-held membership can pose…more

Breach of Duty, Derivative Suit, Fiduciary Duty, Limited Liability Company (LLC), Operating Agreements

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Michael Dingerdissen

The Corporate Transparency Act is Coming, Get Prepared

The Corporate Transparency Act, adopted as Title LXIV of the 2021 National Defense Authorization Act, codified as 31 U.S.C. §5336, together with its implementing regulations (collectively, the CTA), is a new federal law…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN

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Keith Donovan

Avon Delaware Bankruptcy Proceedings FAQs

What is the status of the Avon bankruptcy? Avon Products Inc., a U.S.-based holding company that owns the Avon brand outside the United States, filed for Chapter 11 bankruptcy protection on August 14, 2024. The filing…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Creditors

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Brian Ellis

COVID-19 Tax Relief Update: Federal Gift Tax, Delaware Income Tax

Further guidance has been released by both the Internal Revenue Service (IRS) and the Delaware Division of Revenue (DOR) relating to last week’s extension of federal income tax filing and payment deadlines. Click the embedded…more

Coronavirus/COVID-19, Gift Tax, Income Taxes, Relief Measures

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Sarah Ennis

Chancery Grants Motion to Dismiss Breach of Fiduciary Duty Claims Against Officers in Controlling Stockholder Transaction Subject to Entire Fairness Review

Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) - In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to dismiss…more

Board of Directors, Breach of Duty, Controlling Stockholders, Entire Fairness Standard, Fiduciary Duty

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Matthew Fogg

Avon Delaware Bankruptcy Proceedings FAQs

What is the status of the Avon bankruptcy? Avon Products Inc., a U.S.-based holding company that owns the Avon brand outside the United States, filed for Chapter 11 bankruptcy protection on August 14, 2024. The filing…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Creditors

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Shannon Frazier

The Corporate Transparency Act is Coming, Get Prepared

The Corporate Transparency Act, adopted as Title LXIV of the 2021 National Defense Authorization Act, codified as 31 U.S.C. §5336, together with its implementing regulations (collectively, the CTA), is a new federal law…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN

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Nicole Freedman

Delaware Legislative Healthcare Update: End of 2021 Session

With the first leg of Delaware’s 151st General Assembly in the rear-view mirror, we thought now would be a good time for a highlights reel on the unprecedented number of healthcare related legislation passed or considered in…more

General Assembly, Health Care Providers, Legislative Agendas, Medicaid, Medicare

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James Gallagher, II

COVID-19 Healthcare Alert: IRS Issues Notice 2020-23 Providing Additional Tax Relief

This Notice expands upon the relief provided in Notice 2020-18 and Notice 2020-20, including extension to July 15 of the following filing and payment deadlines that were otherwise due between April 1, 2020 (retroactively) and…more

Coronavirus/COVID-19, Estate Planning, Gift Tax, Income Taxes, IRS

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Barnaby Grzaslewicz

Delaware Superior Court Holds That Attorney-Client Privilege Was Retained By Seller Post-Merger

Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a merger…more

Attorney-Client Privilege, Breach of Contract, Civil Investigation Demand, Mergers

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Wilson Gualpa

FAQs: Legal Guidance for Families Affected by the Baltimore Bridge Collapse

In the wake of the tragic incident involving the collision of The Dali container ship with the Francis Scott Key Bridge in Baltimore, Maryland, which led to the bridge's collapse, there are numerous concerns and questions from…more

Boating Accidents, Bodily Injury, Negligence, Shipping, Vessels

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Eric Hacker

Chancery Finds Egregious Conduct in Books and Records Action Justifying Fee-Shifting Against Corporation

PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024) - Under the “bad faith” exception to the American Rule, Delaware courts will consider shifting fees when aggressive…more

Board of Directors, Books & Records, Fee-Shifting, Section 220 Request, Shareholders

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Kevin Healy

FAQs: Legal Guidance for Families Affected by the Baltimore Bridge Collapse

In the wake of the tragic incident involving the collision of The Dali container ship with the Francis Scott Key Bridge in Baltimore, Maryland, which led to the bridge's collapse, there are numerous concerns and questions from…more

Boating Accidents, Bodily Injury, Negligence, Shipping, Vessels

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Kimberly Hoffman

Action Alert: New Castle County, Delaware Solar Ordinance Covers New Building Permits

Delaware’s New Castle County Council recently passed Substitute No. 1 to Ordinance No. 22-091, which will require newly constructed commercial buildings with low-sloped roofs to be “solar-ready.” While some buildings may already…more

Building Permits, Commercial Property Owners, Land Developers, Urban Planning & Development

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Ross Karsnitz

FAQs: Legal Guidance for Families Affected by the Baltimore Bridge Collapse

In the wake of the tragic incident involving the collision of The Dali container ship with the Francis Scott Key Bridge in Baltimore, Maryland, which led to the bridge's collapse, there are numerous concerns and questions from…more

Boating Accidents, Bodily Injury, Negligence, Shipping, Vessels

See all updates »

Ryan Keating

Negligence in Behavioral Health Facilities FAQs

When dealing with the complexities of medical malpractice, particularly negligence in behavioral health facilities, it is essential to understand your rights and how to enforce them. These frequently asked questions aim to…more

Bodily Injury, Health Care Providers, Healthcare Facilities, Medical Malpractice, Negligence

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Brya Keilson

Avon Delaware Bankruptcy Proceedings FAQs

What is the status of the Avon bankruptcy? Avon Products Inc., a U.S.-based holding company that owns the Avon brand outside the United States, filed for Chapter 11 bankruptcy protection on August 14, 2024. The filing…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Creditors

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Rebecca Kilmon

2022 Amendments to the Delaware Statutory Trust Act

The Delaware General Assembly recently signed a bill amending the Delaware Statutory Trust Act (the “DSTA”). Most of the amendments became effective on August 1, 2022; however, a few amendments will not become effective until…more

Beneficial Owner, Business Development Companies, Safe Harbors, Trustees

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Gretchen Knight

Untangling the Complexities of High-Net-Worth Divorces

Divorce proceedings can be complex when representing clients of means. When the client is a professional, executive, business owner or has acquired assets through some other endeavor, they often present with a wide array of…more

Division of Assets, Divorce, Marital Assets, Marriage, Spouses

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Chuck Kunz III

New Delaware Breach Notification Law Will Require Diligent Preparation and Education

On August 17, 2017, Delaware Governor John Carney signed into law HB 180, completing an update to a nearly 12-year old breach notification statute that had little teeth, and no enforcement. The new law, which applies to “Any…more

Breach Notification Rule, Corporate Counsel, Cybersecurity, Data Breach, Data Protection

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Justin Larsen

2024 Amendments to the General Corporation Law of the State of Delaware Go into Effect

The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance;…more

Board of Directors, Corporate Governance, Delaware General Corporation Law, Mergers, Shareholder Rights

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Lewis Lazarus

Chancery Grants Motion to Dismiss Breach of Fiduciary Duty Claims Against Officers in Controlling Stockholder Transaction Subject to Entire Fairness Review

Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) - In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to dismiss…more

Board of Directors, Breach of Duty, Controlling Stockholders, Entire Fairness Standard, Fiduciary Duty

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Lewis Ledyard, III

2022 Amendments to the Delaware Statutory Trust Act

The Delaware General Assembly recently signed a bill amending the Delaware Statutory Trust Act (the “DSTA”). Most of the amendments became effective on August 1, 2022; however, a few amendments will not become effective until…more

Beneficial Owner, Business Development Companies, Safe Harbors, Trustees

See all updates »

Joseph Leonard

Chancery Finds Egregious Conduct in Books and Records Action Justifying Fee-Shifting Against Corporation

PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024) - Under the “bad faith” exception to the American Rule, Delaware courts will consider shifting fees when aggressive…more

Board of Directors, Books & Records, Fee-Shifting, Section 220 Request, Shareholders

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Albert Manwaring, IV

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (MFW), the Delaware Supreme Court ruled that a controlling stockholder transaction involving a freeze-out merger, which is structured to include approval by a well-functioning…more

Controlling Stockholders, Derivative Suit, Mergers, Shareholder Litigation, Shareholders

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Tyler Maron

Action Alert: New Castle County, Delaware Solar Ordinance Covers New Building Permits

Delaware’s New Castle County Council recently passed Substitute No. 1 to Ordinance No. 22-091, which will require newly constructed commercial buildings with low-sloped roofs to be “solar-ready.” While some buildings may already…more

Building Permits, Commercial Property Owners, Land Developers, Urban Planning & Development

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James McMackin, III

How to Handle Workplace and Off-Duty Conduct in Politically Charged Times

The current US political environment is often regarded as the most antagonistic and polarized in living memory, and has created landmines for employers. Personal politics have become increasingly controversial, pervading areas…more

Employee Rights, Employment Policies, First Amendment, Free Speech, NLRA

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Edward McNally

Court of Chancery Addresses the Scope of Summary Control Disputes and Effectiveness of Written Consents

Brown v. Kellar, C.A. No. 2018-0687-MTZ (Del. Ch. Dec. 21, 2018) - Control disputes, like those under Section 225 of the DGCL, are summary, narrow proceedings limited to the issues regarding title to office. The Court of…more

Board of Directors, Breach of Contract, Breach of Duty, Fiduciary Duty, Shareholder Litigation

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Joshua Meyeroff

Negligence in Behavioral Health Facilities FAQs

When dealing with the complexities of medical malpractice, particularly negligence in behavioral health facilities, it is essential to understand your rights and how to enforce them. These frequently asked questions aim to…more

Bodily Injury, Health Care Providers, Healthcare Facilities, Medical Malpractice, Negligence

See all updates »

Eric Monzo

Avon Delaware Bankruptcy Proceedings FAQs

What is the status of the Avon bankruptcy? Avon Products Inc., a U.S.-based holding company that owns the Avon brand outside the United States, filed for Chapter 11 bankruptcy protection on August 14, 2024. The filing…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Creditors

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Aubrey Morin

Delaware Superior Court Holds That Attorney-Client Privilege Was Retained By Seller Post-Merger

Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a merger…more

Attorney-Client Privilege, Breach of Contract, Civil Investigation Demand, Mergers

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John Newcomer, Jr.

Current Impact of Covid-19 on the Delaware Commercial Real Estate Market

The real estate industry in Delaware experienced dramatic changes over the past eight months resulting from the COVID-19 pandemic. Social distancing mandated by Governor Carney’s March 12, 2020 Declaration of a State of…more

Commercial Property Owners, Commercial Real Estate Market, Commercial Tenants, Coronavirus/COVID-19, Infectious Diseases

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Tyler O'Connell

Delaware Superior Court Holds That Attorney-Client Privilege Was Retained By Seller Post-Merger

Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a merger…more

Attorney-Client Privilege, Breach of Contract, Civil Investigation Demand, Mergers

See all updates »

Michael Owen

FAQs: Legal Guidance for Families Affected by the Baltimore Bridge Collapse

In the wake of the tragic incident involving the collision of The Dali container ship with the Francis Scott Key Bridge in Baltimore, Maryland, which led to the bridge's collapse, there are numerous concerns and questions from…more

Boating Accidents, Bodily Injury, Negligence, Shipping, Vessels

See all updates »

Tara Pakrouh

Avon Delaware Bankruptcy Proceedings FAQs

What is the status of the Avon bankruptcy? Avon Products Inc., a U.S.-based holding company that owns the Avon brand outside the United States, filed for Chapter 11 bankruptcy protection on August 14, 2024. The filing…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Creditors

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Jill Spevack Di Sciullo

Untangling the Complexities of High-Net-Worth Divorces

Divorce proceedings can be complex when representing clients of means. When the client is a professional, executive, business owner or has acquired assets through some other endeavor, they often present with a wide array of…more

Division of Assets, Divorce, Marital Assets, Marriage, Spouses

See all updates »

Aarish Sheikh

2024 Amendments to the General Corporation Law of the State of Delaware Go into Effect

The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance;…more

Board of Directors, Corporate Governance, Delaware General Corporation Law, Mergers, Shareholder Rights

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Alena Smith

Chancery Awards Attorneys’ Fees to the Prevailing Party

Malkani v. Cunningham, C.A. 2020-1004-SG (Del. Ch. Feb. 28, 2024) - In this decision involving a contractual fee-shifting provision, both parties argued that they were entitled to fee-shifting as the prevailing parties. The…more

Attorney's Fees, Breach of Contract, Breach of Duty, Fiduciary Duty

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David Soldo

Contracts and Commercial Frustration of Purpose Caused by COVID-19 Under Delaware Law

Previous articles in this series examined Delaware case law regarding the contractual doctrines of impossibility and impracticability of performance, as well as Delaware’s likely treatment of force majeure clauses in the context…more

Contract Disputes, Contract Terms, Coronavirus/COVID-19, Performance Standards

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Jonathan Strauss

2022 Amendments to the Delaware Statutory Trust Act

The Delaware General Assembly recently signed a bill amending the Delaware Statutory Trust Act (the “DSTA”). Most of the amendments became effective on August 1, 2022; however, a few amendments will not become effective until…more

Beneficial Owner, Business Development Companies, Safe Harbors, Trustees

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Cindy Szabo

COVID-19 Tax Relief Update: Federal Gift Tax, Delaware Income Tax

Further guidance has been released by both the Internal Revenue Service (IRS) and the Delaware Division of Revenue (DOR) relating to last week’s extension of federal income tax filing and payment deadlines. Click the embedded…more

Coronavirus/COVID-19, Gift Tax, Income Taxes, Relief Measures

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Bruce Tigani

COVID-19 Healthcare Alert: IRS Issues Notice 2020-23 Providing Additional Tax Relief

This Notice expands upon the relief provided in Notice 2020-18 and Notice 2020-20, including extension to July 15 of the following filing and payment deadlines that were otherwise due between April 1, 2020 (retroactively) and…more

Coronavirus/COVID-19, Estate Planning, Gift Tax, Income Taxes, IRS

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Bryan Townsend

Chancery Determines LLC Agreement Required Payment to Remove Manager

Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) - The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary…more

Employer Liability Issues, Limited Liability Company (LLC), LLC Agreements, Written Agreements

See all updates »

David Williams

How to Handle Workplace and Off-Duty Conduct in Politically Charged Times

The current US political environment is often regarded as the most antagonistic and polarized in living memory, and has created landmines for employers. Personal politics have become increasingly controversial, pervading areas…more

Employee Rights, Employment Policies, First Amendment, Free Speech, NLRA

See all updates »

Kirsten Zeberkiewicz

Chancery Addresses Real-Party-In-Interest and Collateral Estoppel Doctrines in Section 225 Dispute

Hawk Investment Holdings Ltd. v. Stream TV Networks Inc., C.A. No. 2022-0930-JTL (Del. Ch. Nov. 29, 2022) - This Section 225 decision involved Stream TV Networks, Inc. and its secured creditor, Hawk Investment Holdings Ltd…more

Breach of Duty, Collateral Estoppel, Derivative Suit, Fiduciary Duty

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