28 Aug, 2019 Morris James Named a Top Workplace for Mid-sized Employers in Delaware Twelfth Consecutive Year By Morris James LLP Morris James was named a top workplace for mid-sized employers in Delaware for the twelfth consecutive year. This year's top workplace...
27 Aug, 2019 Chancery Denies Director Access to Privileged Materials Involving Counsel to Preferred-Appointed Directors By P. Clarkson Collins Jr. Albert J. Carroll Gilmore v. Turvo, Inc., C.A. No. 2019-0472-JRS (Del. Ch. Aug. 19, 2019). As several Delaware decisions teach, each director, as a member...
27 Aug, 2019 Morris James Named a Top Workplace for Mid-sized Employers in Delaware Twelfth Consecutive Year By Sherry A. Leary CLM Morris James was named a top workplace for mid-sized employers in Delaware for the twelfth consecutive year. This year's top workplace...
27 Aug, 2019 Formulaic Recitations of Equitable Jurisdiction Are Not Enough for Court of Chancery Jurisdiction By P. Clarkson Collins Jr. K. Tyler O'Connell Athene Life and Annuity Co. v. Am. Gen. Life Ins. Co., C.A. No. 2018-0244-SG (Del. Ch. July 31, 2019). The Court of Chancery is a court...
26 Aug, 2019 Chancery Addresses Ripeness for Indemnification Claims Concerning Tax Liabilities By Lewis H. Lazarus Albert J. Carroll Hill v. LW Buyer LLC, C. A. No. 2017-0591-MTZ (Del. Ch. July 31, 2019). As this summary judgment decision illustrates, even where parties...
23 Aug, 2019 Chancery Offers Guidance on When the Limitations Periods Begin to Run For Claims Concerning Breaches of Representations and Warranties By Albert H. Manwaring IV Albert J. Carroll Kilcullen v. Spectro Scientific, Inc., C.A. No. 2018-0429-KSJM (Del. Ch. July 15, 2019). Delaware law provides for a default three-year...
23 Aug, 2019 Delaware Superior Court Addresses Choice of Law Issues in the D&O Insurance Context and Requires Carriers to Cover Pfizer’s Litigation Costs By P. Clarkson Collins Jr. Albert J. Carroll Pfizer Inc. v. Arch Insurance Co., C.A. No. N18C-01-310 PRW CCLD (Del. Super. July 23, 2019). This case from the Delaware Superior Court...
21 Aug, 2019 Chancery Determines Appraisal “Fair Value” Below Merger Consideration, Questions Judicial Notice of Valuation Scholarship By Bryan Townsend K. Tyler O'Connell In re Appraisal of Jarden Corp., Consol. C.A. No. 12456-VCS (Del. Ch. July 19, 2019). This decision presents another cautionary tale for...
21 Aug, 2019 Chancery Examines Framework of Fiduciary Disclosure Obligations in Soliciting Private Investments By Albert H. Manwaring IV K. Tyler O'Connell Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019). This opinion decides a motion to dismiss fraud and related tort...
21 Aug, 2019 Podcast: Enabling Revenue: The Role of Client-Facing Legal Sales By Dawn V. Sheiker Dawn Sheiker is the Director of Client Relations at Morris James LLP, with six offices in Delaware. She is known as a conceptual thinker...
19 Aug, 2019 Chancery Denies Motion to Dismiss Claim for Breach of Earn-Out When Unable to “Divine any Meaning” From Provision By Jonathan G. Strauss K. Tyler O'Connell Western Standard, LLC v. SourceHOV Holdings, Inc., C.A. No. 2018-0280-JRS (Del. Ch. July 24, 2019). Defendant Pangea acquired BancTec...
15 Aug, 2019 Stockholders Had Third-Party Beneficiary Standing to Enforce Anti-Takeover Protections By Albert H. Manwaring IV Delaware Business Court Insider Section 203 of the Delaware General Corporation Law is a company anti-takeover statute. Section 203...
15 Aug, 2019 Chancery Decides Questions of First Impression Regarding Statutory Claims for Unlawful Dividends and Fraudulent Transfers By Albert J. Carroll K. Tyler O'Connell Delaware Business Court Insider Enforcement mechanisms available to creditors of Delaware corporations may include, inter alia, claims...
15 Aug, 2019 Chancery Dismisses Oversight Claims Against J.C. Penney Board By Jonathan G. Strauss Albert J. Carroll Rojas v. Ellison, C.A. No. 2018-0755-AGB (Del. Ch. July 29, 2019). As this Court of Chancery decision explains, the Delaware standard for...
15 Aug, 2019 Best Lawyers Recognizes 31 Morris James Attorneys in 33 Practice Areas By Morris James LLP Thirty-one Morris James attorneys in 33 practice areas were selected by their peers for inclusion in The Best Lawyers in America 2020...
15 Aug, 2019 Stockholders Had Third-Party Beneficiary Standing to Enforce Anti-Takeover Protections By Albert H. Manwaring IV Section 203 of the Delaware General Corporation Law is a company anti-takeover statute. Section 203 prohibits a stockholder from engaging...