The Delaware Supreme Court has affirmed a new “universal” three-part demand futility test in the case captioned United Food and Commercial Workers v. Zuckerberg et al. No. 404, 2020, 2021 WL 4344361 (Del. Sept. 23, 2021). The new standard, initially espoused by the Court of Chancery, blends the Continue Reading
Litigation Provides Limited Relief to Dependent Spouses Seeking Work Permits
After years of outreach to USCIS, a major settlement (Shergill, et al. v. Mayorkas, 11/10/21) has forced the agency to update its policy to provide that certain H-4, E, or L-2 dependent spouses will qualify for an automatic extension of their work authorization, provided certain conditions are met. Continue Reading
CMS Issues a Vaccine Mandate for Certain Health Care Providers
At the direction of the Biden administration, the Centers for Medicare & Medicaid Services (CMS) issued an interim final rule (CMS Rule) on November 5, 2021, requiring COVID-19 vaccinations for workers in most health care settings, including hospitals and health systems, that are certified to Continue Reading
OSHA’s Emergency COVID-19 Vaccination Rule Is Here
UPDATE November 24, 2021 – The Emergency Temporary Standard (ETS) is currently stayed. The petitions filed challenging the ETS were consolidated and assigned to the United States Court of Appeals for the Sixth Circuit through the Judicial Panel on Multidistrict Litigation’s lottery process. Based on Continue Reading
Delaware Court of Chancery Finds Non-Signatory Subsidiary Bound by Forum Selection Provision Contained in Contract with Its Parent
In a recent decision, the Delaware Court of Chancery held that a non-signatory subsidiary of one party to a contract could be bound by the forum selection clause in that contract where it directly benefited from the contract and it was clear from the circumstances surrounding the transaction that Continue Reading
Delaware Court of Chancery Declines to Apply Business Judgment Deference Due to Deficiencies in MFW Protections
On August 31, 2021, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims brought by a former minority stockholder of Isramco, Inc. (the “Company”), which challenged the Company’s take-private acquisition by Naphtha Israel Petroleum Corp. Continue Reading
Business Judgment Rule Applies Where Stockholder Failed to Plead Merger Was Interested Transaction
In Flannery v. Genomic Health, Inc., C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021) (hereinafter Flannery), the Delaware Court of Chancery dismissed a complaint in which the plaintiff failed to adequately plead that a merger transaction was fundamentally unfair because it involved conflicted Continue Reading
New Federal “Mandates” for COVID-19 Vaccination: What Do Employers Need to Know Now?
On September 9, 2021, President Biden announced some sweeping changes in the way the federal government is combating the COVID-19 pandemic as part of the administration’s Path out of the Pandemic action plan. In addition to encouraging Americans to get vaccinated, the President announced the Continue Reading
Disclaimed Traditional Fiduciary Duties in LLC Agreement Re-imposed on Manager by Contradictory Language in LLC Agreement
The Delaware Court of Chancery’s decision in Cadira Grp. Holdings, LLC Litig. reflects the importance of precision in addressing a manager’s fiduciary duties within the operating agreement of a Delaware limited liability company. In its latest decision concerning contractual fiduciary duties, the Continue Reading
Delaware Court of Chancery Endorses Reverse Veil-Piercing
The Delaware Court of Chancery has recognized, for the first time, that the equitable remedy of reverse veil-piercing is available under Delaware law. The court’s decision in Manichaean Capital, LLC v. Exela Technologies Inc., et al., 251 A.3d 694 (Del. Ch. May 25, 2021) (Slights, V.C.), endorsed Continue Reading