This opinion from the Delaware Court of Chancery addresses claims involving a post-closing purchase price adjustment in an M&A transaction. The lessons of this case are plain: buyers and their advisors need to pay careful attention to the working capital adjustment provisions in the purchase Continue Reading
Venture Capital & Emerging Growth Companies October 2020 Highlights
Our globally renowned Venture Capital & Emerging Growth Companies team empowers clients throughout the development cycle—from ideation to creation, capitalization, implementation, commercialization, and monetization. Being better together McCarter is proud of our leadership role in the Continue Reading
Courts Find Coverage for COVID-19 Business Interruption Losses
Policyholders are hailing two recent victories in their pursuit of insurance coverage for COVID-related business interruption losses. A North Carolina court granted a policyholder summary judgment that a commercial property insurance policy covers business interruption losses resulting from Continue Reading
Federal Contractors and Workplace Diversity Training Update: Department of Labor Issues Request for Information Under EO 13950
Last month’s controversial Executive Order, 13950, will require federal contracts awarded after November 22, 2020, to contain a clause by which contractors agree to refrain from inculcating “race or sex stereotyping” or “race or sex scapegoating” (as those terms are defined in the Order) in training Continue Reading
The Delaware Court of Chancery Finds That Fraud May Serve as an Alternate Source of Recovery for Aggrieved Purchasers
Swift Acquisition Corp. v. Krauss, et al., Case No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020)—The Delaware Court of Chancery may permit a purchaser to pursue claims for breach of contract and fraud against a seller and its directors arising out of the purchaser’s acquisition of the seller. The court Continue Reading
Finders Keepers
SEC Proposes to Allow Finders to Receive Transaction-Based Compensation in Certain Limited Circumstances Without Having to Register as a Broker-Dealer In an effort to help small and emerging businesses raise capital, the Securities and Exchange Commission (“SEC”) has proposed a conditional Continue Reading
The Court of Chancery Dismisses Derivative Suit Against TrueCar Officers and Directors, Finding Plaintiffs Failed to Allege Substantial Risk of Liability by a Majority of the Board
Under Court of Chancery Rule 23.1, a stockholder who wishes to bring a derivative claim on behalf of a corporation must “allege with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff desires from the directors [of the company] or comparable authority and the Continue Reading
The Third Circuit Shares Some Food for Thought on the Bounds of Trade Dress Protection
The overall look of a product – including the look of a snack or a treat – may be entitled to intellectual property protection as “trade dress.” But the protection of the overall look of a product as trade dress is neither unlimited nor absolute. As a federal appellate court – the U.S. Court of Continue Reading
A Rush to Rule: More Trump-Era Agency Actions Destined for a Loss in Federal Court
On Thursday, October 8, 2020, the U.S. Citizenship and Immigration Services (USCIS) published an interim final rule (IFR) that revised the definition of the term “specialty occupation” and placed additional restrictions on third-party placement of H-1B workers. The U.S. Department of Labor (DOL) Continue Reading
Shaking Up the Internet: An Update
We wrote recently about proposed changes to laws governing content on the internet. Washington has now proposed even more changes that could affect policing of the internet and social media. In brief, Section 230(c) of the Communications Decency Act of 1996 allows platforms like Facebook, Continue Reading