It’s surprising how often the simplest phrases can provide the most salient advice. The 6 P’s,for example: Proper prior planning prevents poor performance. While the phrase may be a bit of a tortured alliteration, the truth and simplicity of its sentiment can’t be denied: When you want a good Continue Reading
Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master Limited Partnership Context
In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim for breach of the safe harbor provisions of defendant Regency Energy Continue Reading
TCPA: The Next Wave of Class-Action Lawsuits Asserts Consumer’s Right to Withdraw Consent to Receive Text Messages
Telephone Consumer Protection Act (TCPA) Claims Target Text Messaging Advertising Campaigns Last year, we warned large and small companies about the proliferation of class action lawsuits brought by plaintiffs alleging violations of the New Jersey Truth-in-Consumer Contract, Warranty, Continue Reading
Coal Plant Shutdown: Owners and Operators Need Vision – Part I
Coal plant owners and operators can make a plant shutdown easier by planning now for the site’s future. This plan, or Vision, can help expedite shutdown efforts, reduce costs, improve relations with the local community, and avoid regulatory and legislative entanglements. Those entanglements are Continue Reading
Shrinking Regulation in the New Administration
Donald Trump campaigned on reducing regulation by identifying and removing all “needless job-killing regulations.” One particular pledge is, superficially, both appealing and simple: eliminate two regulations for each new regulation (two for one). But as with most campaign promises, the devil is in Continue Reading
Pleading Failures Doom Disclosure Claims in Short-Form Merger Case
Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital Corporation (“United Capital” or the “Company”). A.F. Petrocelli, chairman Continue Reading
Coverage Privileges and Protections: Insured vs. Insurer and Claimant vs. Insured
The attorney-client privilege is usually defined as applying to, and protecting from discovery, confidential communications between a client and its lawyer (or their respective agents) made for the purpose of obtaining or providing legal advice.[2] But in the liability insurance context, there are Continue Reading
Delaware Court of Chancery Addresses Fee-Shifting Bylaws and Raises the Question of Whether Fee-Shifting Could Be Plausible by a Stockholder’s Own Conduct or Act Under Section 102(b)(6) of the DGCL
In 2015, the Delaware General Corporation Law (“DGCL”) was amended to prohibit Delaware corporations from adopting bylaws that imposed liability on a stockholder for the attorneys’ fees or expenses of the corporation or any other party in connection with an internal corporate claim. Simultaneously, Continue Reading
Has Functional Claiming Functionally Changed Since Williamson v. Citrix? Recent District Court Cases Suggest Not
In June 2015, the Federal Circuit in Williamson v. Citrix Online overturned a 2004 decision in Lighting World v. Birchwood Lighting concerning functional claiming.1 Some commentators called the Williamson decision “a game changer”2 and “a tremendous step forward to address the scourge of bad patents Continue Reading
Corporation Law: Pennsylvania 2017
A Q&A guide to corporation law in Pennsylvania. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws, and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Continue Reading