On August 30, 2024, the Delaware Court of Chancery issued an opinion in Campus Eye Management Holdings, LLC v. E. Bruce DiDonato, OD, et al., upholding an amendment to a limited liability company agreement (LLC agreement) adopted through a merger, despite recently finding that an attempt to make Continue Reading
A Reminder for Parties to Protect Themselves from Future Risk by Drafting Contracts That Fully Reflect Their Intentions
On October 31, 2024, the Delaware Court of Chancery issued an opinion in STX Business Solutions, LLC, et al., v. Financial-Information-Technologies, LLC, et al., granting the defendants’ motion to dismiss all claims relating to an unpaid earnout. The court held that the plaintiffs’ claims for breach Continue Reading
NLRB Bans Captive Audience Meeting—But Will It Stick?
The National Labor Relations Board (NLRB) has overturned a 1948 precedent and declared that an employer commits an unfair labor practice in violation of the National Labor Relations Act (NLRA) when it requires employees to attend meetings that encourage the employees to reject unionization. The Continue Reading
Compliance Note No. 6 : Post-Election Compliance Update
Do you have an existing compliance program, or a plan to track changes in compliance laws that impact your business or organization? Post-election is an important time to anticipate changes, engage in advocacy to protect your businesses’ or organizations' interests, and audit existing compliance Continue Reading
Less, but Still More: FTC Premerger Notification Final Rule
In connection with certain mergers and acquisitions, the FTC and the Antitrust Division of the US Department of Justice review information provided by parties about proposed transactions reportable under the Hart-Scott-Rodino Antitrust Act (HSA Act) to ensure that the transaction will not stifle Continue Reading
Judiciary Under Fire: Understanding Mexico’s Controversial Judicial Reform
In one of his final acts as president of Mexico, Andrés Manuel López Obrador promulgated a contentious judicial reform. López Obrador, whose six-year term ended on Sept. 30, celebrated the overhaul of the judiciary as a necessity and an important legacy of his government. However, the reform has Continue Reading
Election Results and Implications: New Jersey & National Insights
The 2024 general election results, both nationally and in New Jersey, have indicated a range of significant political shifts and emerging trends. The victory of former President Donald Trump in the presidential race, alongside other key outcomes in New Jersey’s congressional and Senate races, has Continue Reading
Surviving And Thriving In The Small Business Administration’s 8(a) Program: Maximizing Opportunities For NHOs, ANCs, and Tribes
Fiduciary Duty Claims Against Spac Sponsor and Directors Related to Alleged Statements in Proxy Statement Survive Defendants’ Motion to Dismiss
John Solak v. Mountain Crest Capital LLC, et al., C.A. No. 2023-0469-SG (Del. Ch. Oct. 18, 2024)—The Delaware Court of Chancery ruled that the direct claims of a stockholder of a special purpose acquisition company (SPAC) against the sponsor and board of directors related to alleged misstatements in Continue Reading
Compliance Note No. 5: Campaign Finance Requirements
With only a few days before the election, New Jersey candidates and political committees are required to report when they receive contributions and make expenditures over $200 within 24 hours to the Election Law Enforcement Commission. This doesn’t apply only to candidates running in the election. Continue Reading