A New Jersey state court recently rejected an insurer’s claim that COVID-related losses cannot qualify as covered losses. In Optical Services USA/JCI v. Franklin Mutual Insurance Co., No. BER-L-3681-20, pending in the Superior Court of New Jersey, Law Division, Bergen County, the Continue Reading
Assignee Has No Information Rights Under LLC Agreement
SolarReserve CSP Holdings v. Tonopah Solar Energy, LLC, C.A. No. 2020-0064-JRS(Del. Ch. July 24, 2020) Facts: Plaintiff, SolarReserve CSP Holdings, LLC (“SolarReserve”), seeks to compel Defendant, Tonopah Solar Energy, LLC (the “Company”), to produce certain books and records in compliance Continue Reading
Minority Shareholders Should Insist on Anti-Dilution Protection
In the case of Jacob Kasher Hindlin v. Lukasz Gottwald et al., case number 2019-0586, in the Chancery Court of Delaware, Plaintiff Jacob Kasher Hindlin brought an action against three former members of Core’s board of managers (the Board) to recover what he believed he was owed by Core. Hindlin Continue Reading
Court of Chancery Holds Investor Is Not One of the “Fellers”
In a recent opinion by the Delaware Court of Chancery, the court found after a trial on the merits that the plaintiff’s breach of contract claims failed because a joinder agreement adding the plaintiff as a party to a purchase agreement was not executed by all parties necessary to amend that Continue Reading
Keep Reptile Theory out of the Courtroom
As defense attorneys, we need to expose the reptile theory. We need to educate the judiciary as to why these tactics are improper before trial sothat jurors decide cases based on facts, not fear. To attorneys who defend personal injury or product liability claims, reptile theory is all too Continue Reading
True Colors Shining Through: Update on Protection for Product Packaging and Its Impact on the Nutrition and Food Industry
The nutrition and food industry has long struggled to protect product and packaging designs from competitors and copycats seeking to trade on their looks. But even after committing significant resources to creating a design that will resonate with the public, companies may find it hard to convince Continue Reading
Finding Coronavirus Coverage under the Property Insurance Policy
Could a lack of insurance coverage push a company into bankruptcy? Of course. The remains of the once financially powerful manufacturers, distributors and suppliers of products containing asbestos, that lacked coverage, make that very clear. Today, as a result of the COVID-19 pandemic and the Continue Reading
The Perils of Section 889 Part B Execution: The DoD Waiver
Under Merger Agreement, “All Amounts Outstanding” Did Not Include Debt Forgiveness
The Delaware Court of Chancery—in RoundPoint Mortgage Servicing Corporation, et al. v. Freedom Mortgage Corporation, et al. 07/22/2020, CA No. 2020-0161-SG—addressed a situation whereby the parties’ dispute ultimately boiled down to 11 words in Section 7.02(f) of the parties’ merger agreement: “and Continue Reading
Majority Shareholders Must Adhere to MFW Process or Risk the Benefit of the Business Judgment Rule
In HomeFed Corp. S’Holder Litig., C.A. No. 2019-0592-AGB (Del. Ch. July 13, 2020), Bouchard, C., the Delaware Court of Chancery denied the defendants’ bid to dismiss shareholders’ claims for breach of fiduciary duties, which arose out of a majority shareholder’s purchase of the remaining shares of Continue Reading