Alexander Major, Matthew Wright, and Franklin Turner co-authored the article “Boomerang: The False Claims Act Returns Post-COVID” for Briefing Papers. The article highlights recent False Claims Act (FCA) enforcement efforts, federal legislative initiatives to amend the FCA, circuit court splits on Continue Reading
Companies Must Consider Union vs. Nonunion Employee Treatment
In this article for Law360, Hugh Murray discusses the National Labor Relations Act and how it affects the way companies treat their union and nonunion employee. He uses Starbucks’ move to improve benefits for only nonunion employees as an example, noting that the general counsel of the National Continue Reading
Shareholders May Challenge Fair Value for Fractional Interests under Limited Circumstances
In Samuels v. CCUR Holdings, Inc.,C.A. No. 2021-0358-PAF (Del. Ch. May 31, 2022), the Delaware Court of Chancery found that a shareholder may challenge the fair value of a payment for a fractional interest in a company under Section 155(2) of the Delaware General Corporation Law (DGCL). The court’s Continue Reading
A New Ballgame: Negotiating Financial Covenants in an Uncertain Environment
In a co-authored article for ABF Journal, McCarter partner Inez Markovich, whose practice concentrates on commercial finance, bankruptcy and creditors’ rights, discusses the new reality for lending in 2022. Given the increasingly stressed economic climate, borrowers and lenders will need to adjust Continue Reading
What’s the State of M&A Market Post-pandemic? An Expert Weighs In
McCarter partner Scott Kobler, recognized as one of the most prominent healthcare M&A lawyers in New Jersey, sat down for an interview with NJBIZ to discuss mergers and acquisitions – particularly impacting the healthcare market in today’s economy. Scott offers his insights about the wave of Continue Reading
Correcting Employment Tax Noncompliance
This article provides an overview of federal payroll taxes, summarizes typicalareas of noncompliance with employment taxes, surveys the civil penalties andcriminal sanctions that can apply to employment tax violations, explains how theIRS detects such violations, and details the options available to Continue Reading
Ousted Manager Survives Challenge to Complaint Regarding Basis for Removal from Power
W.D.C. Holdings, LLC d/b/a Northstar Commercial Partners, et al. v. IPI Partners, LLC, et al., C.A. No. 2020-1026-JTL (Del. Ch. June 22, 2022), Laster, V.C.—The Delaware Court of Chancery’s decision in W.D.C. Holdings proves valuable to litigators, transactional attorneys, and business persons Continue Reading
Case Summary: Parseghian v. Frequency Therapeutics, Inc.
In Parseghian v. Frequency Therapeutics, Inc., the Delaware Court of Chancery dismissed a complaint for failure to state a claim as to Count II, which alleged that defendant Lucchino (the CEO of Frequency Therapeutics) breached his fiduciary duty of loyalty, and for lack of subject matter Continue Reading
Delaware Court of Chancery Denies Indemnification for Former CEO and Provides Color on Entitlement to Proportional Indemnification
In Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. June 9, 2022), the Delaware Court of Chancery found that a health care services company did not have to pay legal expenses for its former CEO, who had ultimately been found liable for breaching his fiduciary duties to the company. Continue Reading
Defendants Fail to Defeat Fiduciary Duty Claim Based on the Unique Benefit Realized from the Sale
In Manti Holdings, LLC, et al. v. The Carlyle Group, Inc., et al., C.A. No. 2020-0657-SG (Del. Ch. June 3, 2022), the Delaware Court of Chancery addressed fiduciary duty claims in the context of a conflicted controller transaction. The court found that the plaintiffs plead facts capable of showing Continue Reading