The Court of Chancery dismissed claims of aiding and abetting breach of fiduciary duty and unjust enrichment against an investor that participated in an equity investment transaction alongside the company’s controlling stockholder. Concentrating on the investor’s status as an arm’s-length “bidder,” Continue Reading
Court of Chancery Grants Summary Judgment in Favor of Defendant on Contract Interpretation Claim, Finding Investor Rights Agreement Did Not Require Defendant to Seek Permission to Incur More Debt
The Delaware Court of Chancery’s decision in Searchlight CST, L.P. v. MediaMath Holdings, Inc., C.A. No. 2020-0652-SG (Del. Ch. Sept. 28, 2020), involved a contract dispute between MediaMath Holdings, Inc. (“MediaMath”) and its investor, Searchlight CST, L.P. (“Searchlight”), over the interpretation Continue Reading
SEC Modernizes Reporting Requirements for Public Companies Under Regulation S-K Items 101, 103, and 105
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to modernize the disclosure requirements in Items 101, 103, and 105 of Regulation S-K.[1] Having largely not touched these provisions over the past 30 years, the SEC adopted the amendments to modernize the description of Continue Reading
Delaware Supreme Court Remains Committed to Precedent and the Importance of Process in Appraisal Actions
In the appeal of an appraisal decision—Bridge Leveraged Cap. Structures Fund Ltd., et al. v. Stillwater Mining Co., Case No. 427, 2019 (Del. Oct. 12, 2020), Montgomery-Reeves, J.—the Delaware Supreme Court approved the Delaware Court of Chancery’s reliance on the sale price as the most reliable Continue Reading
New Rules Will Help Patents Survive IPRs
The US Patent and Trademark Office (USPTO) has now made another rules change to counter the charge that it is a patent “death squad.” The upcoming change to the rules governing inter partes reviews (IPRs) and post-grant reviews (PGRs) will make patents easier to defend. The change takes Continue Reading
The Delaware Court of Chancery Defers to the State of Incorporation in Matters of a Company’s Internal Affairs
Sylebra Cap. Partners Master Fund, Ltd., et al. v. Perelman, et al., C.A. No. 2019-0843-JRS (Del. Ch. Oct. 9, 2020), Slights, V.C.—The Delaware Court of Chancery dismissed a plaintiff shareholder’s request for declaratory and injunctive relief related to the defendants’ purported denial of certain Continue Reading
Trump Administration Loses Another Immigration Federal Challenge
As we predicted two months ago in our analysis of the specious arguments underlying the Department of Labor (DOL) and the Department of Homeland Security (DHS) Interim Final Rules (IFRs) published on October 8, 2020, the executive branch has lost another federal legal challenge. On December 1, 2020, Continue Reading
Venture Capital & Emerging Growth Companies November 2020 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. Though the pandemic has had a marked impact on venture financings around the Continue Reading
The Voters Have Spoken: When and How New Jersey Will Give Life to the Cannabis Market
Horticultural, retail, biotech, pharma, and other companies located in the diverse cannabis industry have long anticipated and increasingly prepared for adult-use legalization in the State of New Jersey. Two formal moves have brought New Jersey closer to an adult-use industry: Governor Murphy’s Continue Reading
Substantial Increase in US Trademark Fees Will Ring in New Year 2021
If you are considering filing a new trademark application or maintaining an existing registration, you may want to file your submission before the end of 2020. The United States Patent and Trademark Office (USPTO) will increase its fees for trademark applications, post-registration maintenance Continue Reading