The Delaware Court of Chancery reaffirmed a manager’s fiduciary duties of loyalty and care to members of a Delaware limited liability company in the absence of a clear and unambiguous disclaimer of fiduciary duties in the operating agreement. Under Largo Legacy Grp., LLC, a manager may be held Continue Reading
2021 Amendments to Delaware Corporate Law and Alternative Entity Statutes
The 2021 amendments to the Delaware General Corporation Law (the DGCL), the Delaware Revised Uniform Partnership Act (the DRUPA), the Delaware Revised Uniform Limited Partnership Act (the DRULPA), and the Delaware Limited Liability Company Act (the DLLCA and, together with the DRUPA and the DRULPA, Continue Reading
Massachusetts’ Strictest-in-the-Nation Definition of “Employee” May Encompass Franchise Operators
When a worker is classified as an employee, a panoply of local, state, and federal laws regulate many facets of the relationship between the worker and the person or entity the worker serves. When a worker is not an “employee,” on the other hand, government takes a much more hands-off approach, Continue Reading
Delaware Supreme Court Rules That Otherwise Entirely Fair Transaction Does Not Pass Muster When Taken for Inequitable Purpose
On June 28, 2021, the Delaware Supreme Court reversed a ruling of the Court of Chancery which found that an otherwise “entirely fair” transaction undertaken for an “inequitable purpose” did not trigger fiduciary liability for the defendant directors. The Supreme Court’s decision, captioned Marion Continue Reading
The Compliance Deadline for OSHA’s COVID-19 Healthcare Emergency Temporary Standard Is Here. Are You Ready?
Exercising its authority under Section 6(c) of the Occupational Safety and Health Act, the federal Occupational Safety and Health Administration (OSHA) issued its COVID-19 Healthcare Emergency Temporary Standard (ETS) on June 21, 2021. The ETS sets forth safety standards for employers (including Continue Reading
What Does OSHA Require of Employers When OSHA’s COVID-19 Emergency Temporary Standard Does Not Apply?
While there is no specific COVID-19 standard that applies to employers and employees not covered by the recent emergency temporary standard (ETS) applicable specifically to employers with employees working in a healthcare setting, the Occupational Safety and Health Administration (OSHA) continues to Continue Reading
No, The Biden Administration Did NOT Just Ban Employee Non-Compete Agreements.
But Employers Should Still Review and Consider Narrowing Such Agreements. On July 9, 2021, President Biden issued Executive Order 14036, which broadly addresses “promoting competition in the American economy.” In the run-up to and aftermath of this action, many news outlets reported that the Continue Reading
“You Can’t Challenge This (Unless)”—SCOTUS Upholds but Limits 140-Year-Old Doctrine of Assignor Estoppel
The doctrine of assignor estoppel bars an inventor who assigns a patent to a third party from later arguing that the assigned patent is invalid. The Supreme Court has now upheld this doctrine but has limited its scope, holding that it applies only to explicit or implicit representations made by the Continue Reading
So, Can I Make My Employees Get Vaccinated Yet?
As of June 30, 2021, almost 155 million Americans, 46.7% of the population, had been fully vaccinated against COVID-19. The vast majority of those individuals are over age 18, and more than 57% of adults over age 18 in the United States have been vaccinated. Rates of infection, hospitalization, and Continue Reading
Venture Capital & Emerging Growth Companies June 2021 Highlights
McCarter’s renowned Venture Capital & Emerging Growth Companies team empowers clients throughout the development cycle—from ideation to creation, capitalization, implementation, commercialization, and monetization. Leaders in Our Field We are excited to once again participate in Venture Continue Reading