The Delaware Court of Chancery denied limited partners’ efforts to hold the corporate parent of their general partner liable for the general partner’s management of the limited partnership.[1] The derivate suit related to the limited partnership’s production and sale of contaminated ice cream, Continue Reading
Venture Capital & Emerging Growth Companies Activities—December 2018
McCarter’s Venture Capital & Emerging Growth Companies Practice empowers clients throughout the development cycle—from ideation to creation, capitalization, implementation, commercialization and monetization. We are proud of the great things our clients are doing and are pleased to Continue Reading
Emerging Technologies May Get Export Controls and CFIUS Reviews this Holiday Season
On November 19, 2018, the Bureau of Industry and Security (BIS) published an Advanced Notice of Proposed Rulemaking seeking comments from industry on how to define and identify “emerging technologies” that currently are not export controlled but which ought to be because they are “essential to Continue Reading
Jurors Should Ask More Questions during Trials
Picture a courtroom near the end of a two-week civil jury trial. It is a securities class action, where shareholders in Acme Corp. challenge General Merchandise Inc.’s acquisition of Acme. Acme’s directors are defending the deal that they negotiated with General Merchandise. The key issue in the Continue Reading
Delaware Court of Chancery Explains “Best Efforts” and “Sound Business Practices” and Provides Other Valuable Lessons for Delaware Limited Partnerships
As stated by Vice Chancellor Slights in Wenske v. Blue Bell Creameries, Inc., C.A. No. 2017-0699-JRS (Del. Ch. July 6, 2018), “whether conduct is right or wrong in the eyes of the law, actionable or not actionable, depends in large part upon the standard by which the conduct is measured.” In Continue Reading
Sellers Alleged Breach of Stock Purchase Agreement Did Not Excuse Buyer in M&A Transaction from Its Own Performance; Right of Set-Off Did Not Apply to Unliquidated Claims
According to the Merriam-Webster Dictionary, the word “unliquidated” is defined as “not calculated or established as a specific amount.” The Post Holdings case (Post Holdings, Inc., and Michael Foods of Delaware, Inc., v. NPE Seller Rep LLC, C.A. No. 2017-0772 AGB [Del. Ch. Oct. 29, 2018]) Continue Reading
Rural Utilities Service Begins FY19 Broadband Loan Program, Revises Loan Limits
The Rural Utilities Service (RUS) announced on November 15, 2018, that it is now accepting fiscal year 2019 (FY19) applications for the Rural Broadband Access Loans and Loan Guarantees Program on a rolling first-come, first-served basis throughout FY19. RUS will rank submitted applications every 90 Continue Reading
IRS Announces Retirement Plan Limits for 2019
The Internal Revenue Service recently announced retirement contribution limits for 2019 adjusted for cost-of-living considerations. Below is a chart of the 2019 calendar year limits, together with those from 2018. General Plan Limits Annual Limit per Individual 2018 2019 Elective deferrals Continue Reading
IRS Issues Highly-Anticipated Guidance on Qualified Opportunity Zones
Significant tax incentives for investments by “qualified opportunity funds” in low-income communities designated as “qualified opportunity zones” were signed into law as part of the December 2017 legislation commonly known as the Tax Cuts and Jobs Act. Many investors have been hesitant to take Continue Reading
Venture Capital & Emerging Growth Companies Activities—November 2018
McCarter’s Venture Capital & Emerging Growth Companies Practice empowers clients throughout the development cycle—from ideation to creation, capitalization, implementation, commercialization and monetization. We are proud of the great things our clients are doing and are pleased to Continue Reading