Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which requires the directors themselves to convince the reviewing judge(s) that their Continue Reading
The Supreme Court Continues Stability in the Secondary Mortgage Market
On Monday, the Supreme Court reaffirmed the principle that junior “underwater” residential mortgage liens can “pass through” a bankruptcy case unaffected. In Bank of America, N.A. v. Caulkett, the Supreme Court held that the Bankruptcy Code does not allow an individual chapter 7 debtor to Continue Reading
Cloud Computing Legal Deskbook, 2013-2016 Editions
Cloud Computing Legal Deskbook serves as a compass to anyone navigating the complicated intersection of law and technology. Cloud services present a unique set of challenges for users, providers, and legal practitioners. The rules and regulations governing cloud services have not evolved at the same Continue Reading
Websites Required to Post “About Us” Contact Info Under New Florida Law
Effective July 1, 2015, many websites will be required to comply with Florida’s new True Origin of Digital Goods Act. This act adds Florida to the growing list of states with laws aimed at achieving transparency in online business transactions and antipiracy efforts. Signed into law on May Continue Reading
Why More Restaurants Should Purchase Cyberinsurance
Restaurants face a cybersecurity threat that is pervasive and alarming. P.F. Chang’s China Bistro, the Dairy Queen and Jimmy John’s are just a few of the more notable examples of restaurants that have fallen victim to hackers, with each security breach affecting customers in multiple locations Continue Reading
L-1B Specialized Knowledge and the Slow Road to Adjudication
On March 24, 2015, the U.S. Citizenship and Immigration Services published a Draft Policy Memorandum on L-1B Adjudication Policy. Ostensibly, it "provides guidance on the adjudication of the L-1B classification." As I read it, I was listening to the Strokes. (Please don't think I'm slacking, I Continue Reading
The Patent Is Dead; Long Live The Royalties!
An upcoming Supreme Court ruling could extend product royalties beyond the life of a patent, and thus have a major impact on pharma and medtech deal structures and bottom lines. This article covers what companies need to do now to prepare. Continue Reading
Delaware Expands Rights of Nonmembers of Delaware LLCs
The plain language of Section 18-802 of the Delaware LLC Act provides that “member[s] and manager[s]” have statutory authority to petition for dissolution of a Delaware limited liability company “whenever it is not reasonably practicable to carry on the business in conformity with a limited Continue Reading
Delaware Chancery Ruling Offers 171 Million Reasons to Address Inherent Conflicts of Interest in Delaware Limited Partnerships
Delaware law provides that (except for the covenant of good faith and fair dealing) duties, including fiduciary duties, may be “expanded or restricted or eliminated by provisions in the partnership agreement” (6 Del. C. §17-1101(d)). A recent opinion issued by the Delaware Court of Continue Reading
The Future of Trade with Cuba
On January 16, 2015, the Department of the Treasury’s Office of Foreign Assets Control (OFAC) issued a final rule amending the Cuban Assets Control Regulations to implement policy changes announced by President Obama a month earlier. The amendments eased travel to Cuba for authorized purposes, raise Continue Reading