The Delaware Supreme Court recently overturned the Court of Chancery decision that found a corporate buyer liable for aiding and abetting in a merger case. The Supreme Court reiterated that an acquiring company can in fact be held liable if there is evidence of actual knowledge of the seller’s Continue Reading
New Patent Office Guidance Raises Bar for IPR Petitioners
The Patent Office recently announced that it will begin enforcing a rule that requires that inter partes review (IPR) petitions “specify where each element of the claim is found in the prior art patents or printed publications relied upon.” While this rule has been in place since the introduction of Continue Reading
Purchase Price Allocations: Tax and Contractual Aspects
Alan Kornstein and Daniela Gallagher are two of the co-authors of an article that dives into the use of purchase price allocations in contracts for the purchase and sale of business assets. The article goes beyond the income tax consequences and explores alternative drafting approaches and the Continue Reading
Recent Amendments to the General Corporation Law of the State of Delaware
On August 1, 2025, legislation went into effect amending the Delaware General Corporation Law (DGCL) of the state of Delaware as contained in Senate Bill No. 95. The following is a brief summary of some of the more significant amendments to the DGCL: (i) internal corporate claims; (ii) nullification Continue Reading
Recent Amendments to Delaware Alternative Entity Statutes
On August 1, 2025, legislation went into effect amending the Delaware Limited Liability Company Act (the LLC Act), the Delaware Revised Uniform Limited Partnership Act (the LP Act), and the Delaware Revised Uniform Partnership Act (the GP Act, and collectively with the LLC Act and the LP Act, the Continue Reading
Delaware Court of Chancery Declines Arbitrary Stock Valuation in Remedying Breaches of Fiduciary Duty
Ina post-trial opinion issued on May 19, 2025, in the case captioned Ban v. Manheim, C.A. No. 2022-0768-JTL, the Court of Chancery applied and analyzed a number of fundamental corporate doctrines to award the Plaintiff, a minority stockholder, damages resulting from (1) the Defendant controller’s Continue Reading
Trump Signs Executive Order Titled “SAVING COLLEGE SPORTS.” What Does This Mean?
President Trump signed an executive order titled “Saving College Sports,” on July 24, 2025. The order, which has been the subject of speculation for weeks, is presented as a response to the rapidly evolving and increasing uneasiness in the current state of college athletics. While the executive Continue Reading
What One Big Beautiful Bill Means for Your Industry
A sweeping piece of legislation—dubbed “one big beautiful bill”— is set to transform the legal and regulatory landscape across nearly every major sector. Its broad scope rewrites key regulatory frameworks, opens new avenues for funding, and introduces far-reaching compliance obligations that Continue Reading
FAR 2.0 Part 39 in Arcade Mode—How Federal IT Acquisition Just Hit Reset
One Big Beautiful Bill Act Tax Law Updates–Private Educational Institutions and Nonprofits
On July 4, 2025, President Trump signed into law legislation commonly referred to as the “One Big Beautiful Bill Act” (OBBBA), which includes provisions that specifically affect private primary, secondary, and post-secondary educational institutions, as well as tax-exempt organizations generally. Continue Reading