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
Assignment for the Benefit of Creditors? One Creditor’s Experience With an Archaic State Insolvency Process
Mark Morgan co-authors the article, “Assignment for the Benefit of Creditors? One Creditor's Experience With an Archaic State Insolvency Process,” published in the New Jersey Law Journal. The article provides insight, from a creditor's perspective, into the ABC process in New Jersey. Continue Reading
College ‘Super Conferences’ May Wind Up on Defense with Antitrust Law
Mark Morgan co-authors “College 'Super Conferences' May Wind Up on Defense with Antitrust Law,” published in Sports Business Journal. The article examines how the ongoing consolidation of college football into two dominant conferences could expose the Big Ten and SEC to increased antitrust scrutiny, Continue Reading
New Law Will Impact Change in Control Transactions Between Health Care Entities in New Jersey
New Jersey health care facilities and home care services agencies considering a change in control must soon be mindful of the requirements of Senate Bill No. 315 (the Act), signed into law by Governor Phil Murphy on August 18, 2022, and effective on November 16, 2022. The Act provides employment Continue Reading
Federal Contractor Vaccine Mandate – Where Do Things Stand Now?
In the fall of 2021, President Biden issued Executive Order 14042 (EO 14042), which, among other things, directed federal agencies to require federal contractors and subcontractors to mandate that most of their employees be vaccinated against COVID-19. Our description of that requirement is Continue Reading
Budding Support: How Professional Athletes Can Combat Opioid Abuse by Advocating for the Federal Legalization of Marijuana
Jessica Osterlof authored “Budding Support: How Professional Athletes Can Combat Opioid Abuse by Advocating for the Federal Legalization of Marijuana,” in Volume 46: Issue 3 of the Seton Hall Journal of Legislation and Public. In this article, Jessica explores the effects of the Federal Controlled Continue Reading
DOJ Enforcement Actions Alleging PPP Loan and Healthcare-Related COVID-19 Fraud Continue to Rise
Christopher Adams co-authored DOJ Enforcement Actions Alleging PPP Loan and Healthcare-Related COVID-19 Fraud Continue to Rise in the early fall issue of Garden State FOCUS. Continue Reading
Court of Chancery Reinforces Delaware Law’s “Twice-Tested” Review When Invalidating Board Action Designed to Disenfranchised Stockholders
In Totta v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022) (McCormick, C.), the Delaware Court of Chancery held that a board of directors improperly applied a voting aggregation provision in the company’s charter that disenfranchised several stockholders. In so holding, Continue Reading