Our Delaware Corporate, LLC and Partnership Law attorneys closely follow the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2022 Year in Review is a collection of brief summaries of selected cases concerning Delaware Corporate, LLC and Partnership Law. Our summaries are Continue Reading
SEC “Modernizes” Investment Adviser Advertising and Paid Solicitation Rules
The Securities and Exchange Commission (SEC) has significantly revised and “modernized” the Investment Advisers Act regulatory framework governing investment adviser advertisements and payments to solicitors to address fraudulent and deceptive practices in light of evolving marketing practices and Continue Reading
FinCEN Issues Final Rule for Corporate Transparency Act
Overview: On the cusp of 2023, “reporting companies” can look ahead even further to 2024. The Financial Crimes Enforcement Network (FinCEN) issued a final rule applying to most corporations, limited liability companies, and other entities – foreign and domestic – under the Corporate Continue Reading
CFIUS Issues Enforcement and Penalty Guidelines: A Contextual View
Although announced two years earlier, Enforcement and Penalty Guidelines (the Guidelines) were finally released by the US Department of the Treasury (Treasury) as Chair of the Committee on Foreign Investment in the United States (CFIUS) on October 20, 2022. Pursuant to the Foreign Investment Risk Continue Reading
SEC Adopts Pay Versus Performance Disclosure Requirements
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay versus performance disclosure rules that will require public companies to provide extensive information that is intended to demonstrate the relationship between the executive compensation that is actually paid by a company Continue Reading
Shareholders May Challenge Fair Value for Fractional Interests under Limited Circumstances
In Samuels v. CCUR Holdings, Inc.,C.A. No. 2021-0358-PAF (Del. Ch. May 31, 2022), the Delaware Court of Chancery found that a shareholder may challenge the fair value of a payment for a fractional interest in a company under Section 155(2) of the Delaware General Corporation Law (DGCL). The court’s Continue Reading
Ousted Manager Survives Challenge to Complaint Regarding Basis for Removal from Power
W.D.C. Holdings, LLC d/b/a Northstar Commercial Partners, et al. v. IPI Partners, LLC, et al., C.A. No. 2020-1026-JTL (Del. Ch. June 22, 2022), Laster, V.C.—The Delaware Court of Chancery’s decision in W.D.C. Holdings proves valuable to litigators, transactional attorneys, and business persons Continue Reading
Case Summary: Parseghian v. Frequency Therapeutics, Inc.
In Parseghian v. Frequency Therapeutics, Inc., the Delaware Court of Chancery dismissed a complaint for failure to state a claim as to Count II, which alleged that defendant Lucchino (the CEO of Frequency Therapeutics) breached his fiduciary duty of loyalty, and for lack of subject matter Continue Reading
Delaware Court of Chancery Denies Indemnification for Former CEO and Provides Color on Entitlement to Proportional Indemnification
In Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. June 9, 2022), the Delaware Court of Chancery found that a health care services company did not have to pay legal expenses for its former CEO, who had ultimately been found liable for breaching his fiduciary duties to the company. Continue Reading
Defendants Fail to Defeat Fiduciary Duty Claim Based on the Unique Benefit Realized from the Sale
In Manti Holdings, LLC, et al. v. The Carlyle Group, Inc., et al., C.A. No. 2020-0657-SG (Del. Ch. June 3, 2022), the Delaware Court of Chancery addressed fiduciary duty claims in the context of a conflicted controller transaction. The court found that the plaintiffs plead facts capable of showing Continue Reading