The Delaware Court of Chancery recently clarified the application of two landmark Delaware Supreme Court cases to a claim for injunctive relief where a corporation’s board of directors (the Board) adopted defensive measures allegedly designed to entrench the Board against stockholder activism. In In Continue Reading
The Delaware Supreme Court Limits the Scope of Release Provisions in Representative Litigation Settlements
Griffith v. Stein, et al., No. 264, 2021 (Del. Aug. 16, 2022), Seitz, C.J.—The Delaware Supreme Court prohibited parties from releasing claims in a representative litigation settlement that relate to or arise out of facts not yet in existence at the time of the settlement. Reversing the decision of Continue Reading
Always Hope For The Best, But Plan For The Worst—Claim For Judicial Dissolution of a Deadlocked Joint Venture LLC Survives Pleadings-Stage Challenge
In In re: Dissolution of T&S Hardwoods KD, LLC, C.A. No. 2023-0782-MTZ (Del. Ch. Jan. 20, 2023), a claim for judicial dissolution of a joint venture LLC survived a motion to dismiss challenge. The Court of Chancery, reviewing the claim under the lenient motion to dismiss standard, found Continue Reading
Corporate Directors and Their Designating Stockholders Are Reaffirmed as Joint Clients of the Company When It Comes to Discovery of Privileged Information Generated during the Directors’ Tenure
Corporate investors often have the right to designate individuals to serve on their investees’ boards of directors. In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, 2023 WL 2417273 (Del. Ch. Mar. 9, 2023), the Delaware Court of Chancery issued a valuable reminder that companies Continue Reading
End of Line: Supreme Court Deletes AI Inventorship
The Supreme Court dealt the latest blow in Dr. Stephen Thaler’s continuing quest for recognition of AI inventorship of patents, by denying certiorari in Thaler v. Vidal (No. 22-919). Despite support of Dr. Thaler from numerous amici, including law professors (Lessig et al.), the Brooklyn Law Continue Reading
The Court of Chancery Finds That Non-Director Officers Have Oversight Duties Akin to Those of Directors
The Delaware Court of Chancery held, in its January 25, 2023 opinion In re McDonald’s Corp. Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL, that corporate officers owe a duty of oversight akin to that owed by directors under the court’s decision in In re Caremark International Inc. Continue Reading
Delaware Supreme Court Reverses Court of Chancery Decision Finding General Partner’s Reliance on Opinions of Counsel Was Not in Good Faith
In Boardwalk Pipeline Partners, LP v. Bandera Master Fund LP, C.A. No. 2018-0372 (Del. Dec. 19, 2022) (hereinafter, Boardwalk), the Delaware Supreme Court reversed a nearly $700 million judgment from the Court of Chancery where the Court of Chancery held that a general partner of a limited Continue Reading
The Elections Transparency Act: What You Need to Know About NJ’s New Campaign Finance and Pay-to-Play Law
On April 3, 2023, New Jersey Governor Phil Murphy signed the Elections Transparency Act (ETA) (Bill No. A4372/S2866) into law. Sponsored by Senate President Nicholas P. Scutari, Assemblyman Louis D. Greenwald, and Assemblywoman Carol A. Murphy, the ETA massively overhauls the state’s campaign Continue Reading
Impact of IPR Clarified
Patent owners know that competitors can challenge their patents in the US Patent and Trademark Office (USPTO). These challenges, known as inter partes reviews (IPRs), were created with the goal of improving patent quality. But questions remained as to the effect of failed IPRs. Two recent cases have Continue Reading
New Jersey DEP Issues Order Seeking to Promote NRD-Related Policies for “Collaborative Process” and Stakeholder Involvement
New Jersey Department of Environmental Protection (DEP) Commissioner Shawn M. LaTourette, acting as the state’s natural resource trustee, issued Administrative Order 2023-08 on March 14, 2023, which modernizes guidance on, and enhances public engagement regarding, the development and implementation Continue Reading