Recently, the Delaware Court of Chancery rejected—for the second time—Elon Musk’s historic $55.8 billion executive compensation package, despite Tesla Inc.’s efforts to have its stockholders purportedly ratify the grant. This opinion is the latest ruling from this six-year-long derivative dispute; a Continue Reading
Removal of Manager of Delaware LLC Arising from Member’s Inability to Cure Defaults
In re: Bold St. Peters, L.P. v. Bold on Boulevard LLC, et al. (C.A. No. 2024-0653-MTZ), the Court of Chancery concludes that a member of a Delaware LLC was validly removed as manager of a limited liability company. Background To briefly summarize the facts of this case, an LLC was Continue Reading
FTC Sues Southern Glazer’s for Price Discrimination and Revives the Robinson-Patman Act
The Federal Trade Commission (FTC) recently filed a complaint in federal court alleging Southern Glazer’s Wine and Spirits LLC (Southern Glazer) violated the Robinson-Patman Act (RPA), a price discrimination law. The FTC alleges Southern Glazer engaged in price discrimination by offering Continue Reading
Compliance Note No. 9 New FEC Proposed Rule
The Federal Election Commission (FEC) is seeking comments on a proposed new rule that allows contributors to request the agency redact their personal information from reports disclosed on its website. Under the proposed rule, if a contributor shows there is a reasonable probability that disclosure Continue Reading
Drug Delivery Device Patents Removed from Orange Book
The listing of patents in the Orange Book has an important role in intellectual property protection for pharmaceuticals. Patents listed in the Orange Book can include, without question, patents covering compositions or methods of use for pharmaceuticals. But for years, questions have been raised as Continue Reading
Guideless: Collaborations Among Competitors
Companies depend on regulatory guidance to establish robust compliance programs but recent withdrawals of key antitrust guidelines are leaving businesses in a guideless void. What Happened The US antitrust agencies withdrew the Antitrust Guidelines for Collaboration Among Competitors because Continue Reading
How Companies Can Prepare for the New HSR Filing Requirements
As the February 10, 2025, implementation deadline for the new Hart-Scott-Rodino (HSR) filing forms and instructions rapidly approaches, companies that are considering acquisitions or mergers, whether as a buyer or seller, should turn their attention toward preparing for the changes. It is old Continue Reading
Corporate Transparency Act: Preliminary Injunction & FinCen’s Response
The Corporate Transparency Act (31 U.S.C. § 5336, the CTA), which went into effect on January 1, 2024,[1] requires a broad range of corporations, limited liability companies, and other entities (“reporting companies”) to file Beneficial Ownership Information Reports (BOIRs) with the Financial Crimes Continue Reading
US Government Increases Fees for Trademark Filings
The US Patent and Trademark Office (USPTO) is raising many fees for trademark filings effective January 18, 2025. Many fees will increase by $50–$100 per class of goods and/or services. The USPTO will also impose surcharges on many applications filed under the Trademark Act Sections 1 (these are Continue Reading
Compliance Note No. 8: Corporate Gift Policies
With the holiday season upon us, corporate gift policies should be reviewed with key personnel to maintain compliance with state and federal rules. For almost all New Jersey government officials and state employees, gifts are forbidden. Under New Jersey law, any business, its executives, or Continue Reading