The Delaware General Assembly has proposed amendments to the Delaware General Corporation Law (the DGCL). These proposed amendments would make important changes that include: allowing for an exculpatory charter provision to limit personal liability of senior officers; allowing beneficial owners, instead of record holders, to directly assert appraisal rights; extending appraisal rights to stockholders in connection with a conversion of a Delaware corporation to a foreign corporation or to any other entity; and revising requirements related to stock and option issuances and notices and stockholder lists for stockholder meetings.
Delaware has become the 11th state to guarantee paid parental, medical, and military leave for private-sector workers.
On May 10, 2022, Delaware Governor John Carney signed the Healthy Delaware Families Act, which provides up to 12 weeks of leave and benefits to covered employees for certain parental, family caregiving, and medical reasons.
Delaware’s General Assembly soon will be considering a package of amendments to the Delaware General Corporation Law, including one that would permit corporations to shield Officers from certain types of stockholder damage claims.
A claim under a business-to-business contract was dismissed this week when Delaware’s Chancery Court held that, under an earlier agreement between the parties, the dispute had to be brought in a different Court. Centene Corp. v. Accellion, Inc., (Del. Ch. Mar. 28, 2022).
Highlighted below are several recent opinions from the Delaware Court of Chancery relating to special purpose acquisition companies (SPACs) that provide helpful guidance to sponsors, investors and practitioners.
In the recent opinion of Amarin Pharma v. Hikma Pharms. U.S. (No. 20-1630-RGA-JLH), the District Court of Delaware dismissed Amarin’s complaint against Hikma for induced infringement of three patents when Hikma used a skinny label to carve out a patented indication. However, the court held that Amarin sufficiently pled to proceed with the complaint against an insurer, Health Net, for induced infringement.
A U.S. Appeals Court has struck down a company's bylaw requiring that all shareholder derivative suits be filed in Delaware’s Chancery Court, finding the provision effectively eliminated claims under the Securities Exchange Act of 1934, as amended (the Exchange Act) for which federal courts have exclusive jurisdiction. Seafarers Pension Plan v. Bradway, Case No. 20-2244 (7th Cir. Jan. 7, 2022).
Today, all eyes are on the metaverse as the legal questions it poses will fundamentally change the contours of intellectual property law.
Pennsylvania’s budget season just ended and Act 53 of 2022 (Act 53), made many significant changes to the Commonwealth’s business and individual taxes.
The Alternative Reference Rate Committee (ARRC), convened by the Federal Reserve Board and the New York Fed to help ensure a successful transition from LIBOR to SOFR, this week published its LIBOR Legacy Playbook, which guides banking organizations through the last year of LIBOR.
The Commodity Futures Trading Commission (CFTC) has filed a civil enforcement action in the US District Court for the Western District of Texas charging Cornelius Johannes Steynberg and Mirror Trading International Proprietary Limited (MTI) (collectively, the defendants) with fraud and registration violations.
At this point, it’s fair to note that search warrants are never funny. They are a crisis delivered directly to your company’s front door. Fortunately, you can prepare for that crisis by planning ahead. During my time as a federal prosecutor, I found that a company’s preparation often reduced the fallout when the government came knocking. Now, as a white collar defense attorney, I want to share some thoughts that can help you prepare for a search warrant.
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