25 Jan, 2019 Court of Chancery Grants Preliminary Injunction Based on Insider’s Stock Issuances to Himself By K. Tyler O'Connell Applied Energetics, Inc. v. Farley, C.A. No. 2018-0489-TMR (Del. Ch. Jan. 23, 2019). This opinion addresses two bedrock issues of...
23 Jan, 2019 Court Rejects Use of the Implied Covenant of Good Faith and Fair Dealing to Preserve LLC Members’ Exit Sale Rights By K. Tyler O'Connell The implied covenant of good faith and fair dealing inheres in all contracts governed by Delaware law. In some circumstances, the implied...
23 Jan, 2019 Temporary Stopgaps Extend Federal Court Operations Through January 31st By Morris James LLP The Administrative Office of the U.S. Courts estimates that federal court operations will remain funded through Jan. 31, 2019. The...
23 Jan, 2019 Court Rejects Use of the Implied Covenant of Good Faith and Fair Dealing to Preserve LLC Members’ Exit Sale Rights By K. Tyler O'Connell Delaware Business Court Insider The implied covenant of good faith and fair dealing inheres in all contracts governed by Delaware law. In...
21 Jan, 2019 Mike Owens Presents "The Nuts and Bolts of Commutations" By Michael G. Owen Mike Owen presented "The Nuts and Bolts of Commutations" at the Randy J. Holland Delaware workers' Compensation American Inn of Court....
18 Jan, 2019 Chancery Addresses Books and Records Demand Under Section 220 by Papa John’s Founder By Albert J. Carroll K. Tyler O'Connell Schnatter v. Papa John’s Int’l, Inc., C.A. No. 2018-0542-AGB (Del. Ch. Jan. 15, 2019). As a general matter, under Section 220 of the...
14 Jan, 2019 Lewis Lazarus Quoted in Article Titled "Directors Lose Chancery Shield Amid a Regulatory Storm" By Lewis H. Lazarus Agenda Week Agenda Week Article Discusses Recent Chancery Court Opinions Involving M&A Transactions that Influence Directors Two Delaware...
09 Jan, 2019 Angel Medical Systems Receives Approval for Planned Chapter 11 By Eric J. Monzo Jeffrey R. Waxman Law360 Cardiac-device developer Angel Medical Systems Inc., represented by Jeffrey R. Waxman and Eric J. Monzo of @MorrisJamesLLP, won...
08 Jan, 2019 Jeffrey R. Waxman Quoted in Law360 re Weinstein's Permission to Use Emails Exchanged with Accusers By Jeffrey R. Waxman Law360 During a bankruptcy court hearing in Wilmington, Delaware, Judge Walrath gave Harvey Weinstein permission to use emails exchanged...
03 Jan, 2019 Chancery Declines to Dismiss Claim that Acquirer Failed to Use “Commercially Reasonable Efforts” to Reach Earn-out Milestones By Albert J. Carroll K. Tyler O'Connell Himawan v. Cephalon, Inc., C.A. No. 2018-075-SG (Del. Ch. Dec. 28, 2018). Parties in M&A transactions commonly include efforts clauses,...
02 Jan, 2019 Michael G. Owen Elected As Partner By Morris James LLP Morris James LLP is pleased to announce that Michael G. Owen has been elected partner effective January 1, 2019. Mike joined Morris...