28 Feb, 2019 Court of Chancery Addresses Personal Jurisdiction and Negligent Misrepresentation Claims Involving Accounting Firm KPMG By K. Tyler O'Connell Albert J. Carroll Otto Candies LLC v. KPMG LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Feb. 28, 2019) (Zurn, V.C.). This decision grants a motion to dismiss by...
25 Feb, 2019 Chancery Applies the Corporate Opportunity Doctrine and Finds Duty of Loyalty Breach By K. Tyler O'Connell Albert J. Carroll Personal Touch Holding Corp. v. Felix Glaubach, D.D.S., C.A. No. 11199-CB (Del. Ch. Feb. 25, 2019). Under the corporate opportunity...
25 Feb, 2019 Lewis Lazarus Comments on Board Discretion in Resolving Sexual Misconduct Cases By Lewis H. Lazarus Agenda Week In an article published by Agenda Week, Lewis Lazarus commented “A decision by the board of directors, depending on the...
22 Feb, 2019 The Tax Benefits of Investing in Delaware's Opportunity Zones By John H. Newcomer Jr. As part of the Tax Cuts and Jobs Act passed at the end of 2017, Congress provided new tax benefits for investments in designated...
22 Feb, 2019 Chancery Addresses Earn-Out Dispute Involving Alleged Breaches of Fiduciary Duty and the Implied Covenant By K. Tyler O'Connell Albert J. Carroll Glidepath Ltd. v. Beumer Corp., C.A. No. 12220-VCL (Del. Ch. Feb. 21, 2019). Contingent payments based on an acquired business’s future...
21 Feb, 2019 Del. Supreme Court Finds Emails May Be Subject to Production in Books-and-Records Actions By Albert H. Manwaring IV Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and records of a corporation, provided...
20 Feb, 2019 Del. Supreme Court Finds Emails May Be Subject to Production in Books-and-Records Actions By Albert H. Manwaring IV Delaware Business Court Insider Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and...
19 Feb, 2019 Delaware Corporate and Commercial Case Law Year in Review - 2018 By Lewis H. Lazarus Albert H. Manwaring IV Albert J. Carroll This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past...
19 Feb, 2019 Jim Gallagher Presents “What Nonprofits Need To Know: Corporate and IRS Compliance Fundamentals By James J. Gallagher II Association of Fundraising Professionals, DE Brandywine Chapter Jim Gallagher covers key matters of governance related to 501c3’s...
15 Feb, 2019 Chancery Addresses Pre-Suit Demand Refusal Standard for Special Committees By Albert J. Carroll K. Tyler O'Connell City of Tamarac Firefighters’ Pension Trust Fund v. Corvi, C.A. No. 2017-0341-KSJM (Del. Ch. Feb. 12, 2019). Under Delaware law,...
15 Feb, 2019 Chancery Dismisses Books and Records Action Based on Pending Plenary Action By Albert J. Carroll K. Tyler O'Connell CHC Investments LLC v. Firstsun Capital Bancorp, C.A. No. 2018-0610-KSJM (Del. Ch. Jan. 24, 2019). One proper purpose for a books and...
14 Feb, 2019 Delaware Superior Court’s Complex Commercial Litigation Division Declines to Dismiss Delaware Attorney General’s Claims Against Opioid Makers By K. Tyler O'Connell State of Delaware ex rel. Jennings v. Purdue Pharma L.P., et al., C.A. No. N18C-01-223 MMJ CCLD (Del. Super. Feb. 4, 2019). In January...
13 Feb, 2019 Federal Forum Charter Provisions for Securities Claims By Albert H. Manwaring IV This ABA Securities Litigation Committee program by Albert Manwaring addresses whether a Delaware Corporation may include in its...
12 Feb, 2019 Angel Medical Systems' Chapter 11 Receives Court Approval in Delaware By Eric J. Monzo Jeffrey R. Waxman Law360 At a hearing in Wilmington in front of U.S. Bankruptcy Judge Kevin Gross, Angel Medical said issues heading into the confirmation...
12 Feb, 2019 Delaware Corporate and Commercial Case Law Year in Review By Albert J. Carroll Lewis H. Lazarus Albert H. Manwaring IV Morris James attorneys Lewis Lazarus, Albert Manwaring and Albert Carroll authored an article published in Transaction Advisors called...
12 Feb, 2019 Angel Medical Systems' Chapter 11 Receives Court Approval in Delaware By Eric J. Monzo Jeffrey R. Waxman Law360 At a hearing in Wilmington in front of U.S. Bankruptcy Judge Kevin Gross, Angel Medical said issues heading into the confirmation...