In Parseghian v. Frequency Therapeutics, Inc., the Delaware Court of Chancery dismissed a complaint for failure to state a claim as to Count II, which alleged that defendant Lucchino (the CEO of Frequency Therapeutics) breached his fiduciary duty of loyalty, and for lack of subject matter Continue Reading
Delaware Court of Chancery Denies Indemnification for Former CEO and Provides Color on Entitlement to Proportional Indemnification
In Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. June 9, 2022), the Delaware Court of Chancery found that a health care services company did not have to pay legal expenses for its former CEO, who had ultimately been found liable for breaching his fiduciary duties to the company. Continue Reading
Defendants Fail to Defeat Fiduciary Duty Claim Based on the Unique Benefit Realized from the Sale
In Manti Holdings, LLC, et al. v. The Carlyle Group, Inc., et al., C.A. No. 2020-0657-SG (Del. Ch. June 3, 2022), the Delaware Court of Chancery addressed fiduciary duty claims in the context of a conflicted controller transaction. The court found that the plaintiffs plead facts capable of showing Continue Reading
New Law Will Impact Change in Control Transactions Between Health Care Entities in New Jersey
New Jersey health care facilities and home care services agencies considering a change in control must soon be mindful of the requirements of Senate Bill No. 315 (the Act), signed into law by Governor Phil Murphy on August 18, 2022, and effective on November 16, 2022. The Act provides employment Continue Reading
Federal Contractor Vaccine Mandate – Where Do Things Stand Now?
In the fall of 2021, President Biden issued Executive Order 14042 (EO 14042), which, among other things, directed federal agencies to require federal contractors and subcontractors to mandate that most of their employees be vaccinated against COVID-19. Our description of that requirement is Continue Reading
Court of Chancery Reinforces Delaware Law’s “Twice-Tested” Review When Invalidating Board Action Designed to Disenfranchised Stockholders
In Totta v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022) (McCormick, C.), the Delaware Court of Chancery held that a board of directors improperly applied a voting aggregation provision in the company’s charter that disenfranchised several stockholders. In so holding, Continue Reading
New Jersey Supreme Court Ruling Means Employers Should Reassess and Document Independent Contractor Relationships
A recent decision by the New Jersey Supreme Court makes this a good time for companies using independent contractors to review those arrangements. In East Bay Drywall v. Department of Labor & Workforce Development, the Supreme Court emphasized that, even when a company has an independent Continue Reading
Congress Considering Bill to Boost Patent Quality
Senators Patrick Leahy and Thom Tillis recently introduced a bill to evaluate the transparency of patent examinations and ultimately improve the quality of patents. The bill requires the comptroller general of the United States to assess and provide information on metrics for patent quality. The Continue Reading
New Bill Seeks to Remove Long-Standing Roadblock to Patent Protection
Courts have long struggled with determining what makes an invention eligible for a patent by applying broad and ill-defined “I know it when I see it” tests that sometimes prevent breakthrough technologies from receiving patent protection. A new bill proposed by Senator Thom Tillis aims to both Continue Reading
Artificial Intelligence and Inventorship: An Expected Decision with Uncertain Consequences
The top U.S. patent court has confirmed what many were expecting in the patent community — that artificial intelligence (AI) is not considered an “individual” according to the Patent Act and thus AI cannot be named as an inventor on a patent. The court’s ruling was the latest roadblock Continue Reading