In the fall of 2021, President Biden issued Executive Order 14042 (EO 14042), which, among other things, directed federal agencies to require federal contractors and subcontractors to mandate that most of their employees be vaccinated against COVID-19. Our description of that requirement is Continue Reading
Court of Chancery Reinforces Delaware Law’s “Twice-Tested” Review When Invalidating Board Action Designed to Disenfranchised Stockholders
In Totta v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022) (McCormick, C.), the Delaware Court of Chancery held that a board of directors improperly applied a voting aggregation provision in the company’s charter that disenfranchised several stockholders. In so holding, Continue Reading
New Jersey Supreme Court Ruling Means Employers Should Reassess and Document Independent Contractor Relationships
A recent decision by the New Jersey Supreme Court makes this a good time for companies using independent contractors to review those arrangements. In East Bay Drywall v. Department of Labor & Workforce Development, the Supreme Court emphasized that, even when a company has an independent Continue Reading
Congress Considering Bill to Boost Patent Quality
Senators Patrick Leahy and Thom Tillis recently introduced a bill to evaluate the transparency of patent examinations and ultimately improve the quality of patents. The bill requires the comptroller general of the United States to assess and provide information on metrics for patent quality. The Continue Reading
New Bill Seeks to Remove Long-Standing Roadblock to Patent Protection
Courts have long struggled with determining what makes an invention eligible for a patent by applying broad and ill-defined “I know it when I see it” tests that sometimes prevent breakthrough technologies from receiving patent protection. A new bill proposed by Senator Thom Tillis aims to both Continue Reading
Artificial Intelligence and Inventorship: An Expected Decision with Uncertain Consequences
The top U.S. patent court has confirmed what many were expecting in the patent community — that artificial intelligence (AI) is not considered an “individual” according to the Patent Act and thus AI cannot be named as an inventor on a patent. The court’s ruling was the latest roadblock Continue Reading
Court Upholds MFW Broad Application Framework for Controlling Stockholder Transactions
In City Pension Fund for Firefighters and Police Officers in the City of Miami v. The Trade Desk, Inc., et al., C.A. No. 2021-0560-PAF (Del. Ch. July 29, 2022), the Delaware Court of Chancery dismissed a stockholder challenge to a charter amendment transaction that eliminated a dilution provision Continue Reading
Delaware Supreme Court Reverses Use of Unreliable Hearsay Evidence to Establish Proper Purpose in Section 220 Action
In this appellate opinion, the Delaware Supreme Court reviewed a challenge to a final judgment of the Court of Chancery requiring NVIDIA Corporation (the Company) to produce books and records under Section 220 of the Delaware General Corporation Law. The Supreme Court ultimately affirmed multiple Continue Reading
DE Court of Chancery Denies Challenge to Going-private Merger Based on Business Judgment Rule
In Harcum v. Lovoi, et al., C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022), the Delaware Court of Chancery dismissed a purported shareholder class’s fiduciary duty claims arising out of a going-private merger. The complaint failed to allege facts capable of establishing a conflict to support an Continue Reading
Court of Chancery Dismisses Breach Claims Based on Rule 8, LPA Terms and Corwin
On February 9, 2022, in a putative class action captioned Walter E. Ryan Jr. v. Buckeye Partners L.P. et al., the Court of Chancery dismissed claims for breach of a limited partnership agreement (LPA), finding that the complaint failed to provide sufficient notice of the legal theories and facts Continue Reading