In his latest New York Law Journal article, Peter Gennuso discusses a recent SDNY decision on the distinction between a finder and a broker under the securities laws, and what the decision means for finder’s fee contracts. Continue Reading
Blessing or Burden? GAO Decision Casts New Light on Joint Venture Experience
The False Claims Act’s Fuzzy Scienter Element Brought into Sharp Focus
Does Your Invention Need a Passport?
Your patent is finally filed in the United States Patent and Trademark Office (or the office of your local country). Then you remember your attorney saying something about patents being jurisdictional, whatever that means.... Once you have filed your initial patent application, which is Continue Reading
New Jersey Modernizes Business Corporation Act to Permit Certain Conversion Transactions
On May 8, 2023, New Jersey Governor Phil Murphy signed into law Senate Bill 142 (P.L. 2023, Chapter 38), which amends and supplements the New Jersey Business Corporation Act (BCA) to provide procedures for conversions (the process of converting one type of entity to another type of entity) and Continue Reading
Ostensible Clarity: SBA Rule Addresses Ostensible Subcontractor Rule in General Construction Contracts and DoverStaffing Factors
No, The NLRB Did Not Just Ban Non-Compete Agreements Either.
Almost two years ago, President Joe Biden issued Executive Order 14036, which broadly addresses promoting competition in the American economy. Among the measures considered in that executive order was greater scrutiny of employee non-compete agreements. See our previous alert. In January 2023, the Continue Reading
Court of Chancery Holds Canceled Entities Cannot Be Represented by Counsel Without a Receiver
In In re Reinz Wisconsin Gasket, LLC, C.A. No. 2022-0859-MTZ (Del. Ch. May 8, 2023) (Reinz), the Delaware Court of Chancery held in a post-trial letter opinion that a canceled limited liability company (LLC) could not be represented by counsel in legal proceedings unless a receiver was first Continue Reading
Delaware Court of Chancery Decides What May Constitute Active Manager Status for Individuals Without Formal Roles in an LLC
On October 26, 2022, the Delaware Court of Chancery issued an opinion in In re P3 Health Group Holdings, LLC concluding that the actions of a private equity sponsor’s principal may constitute those of a de facto manager of a Delaware limited liability company (LLC) portfolio company if the principal Continue Reading
Delaware Court of Chancery Addresses Issue of First Impression Regarding Timeliness of “Red Flag” Claims
In this opinion (Lebanon County Employees Retirement Fund v. Collis, 287 A.3d 1160 (Del. Ch. 2022), the Delaware Court of Chancery addressed a matter of first impression regarding the application of the proper statute of limitations framework for breach of fiduciary duty claims where fiduciaries Continue Reading