The Delaware Court of Chancery recently emphasized the meaning of “null and void” in the context of an LLC agreement. In Absalom Absalom Trust f/k/a Anne Deane 2013 Revocable Trust v. Saint Gervais, LLC, an LLC member (the “member”) transferred her membership interest to an entity (the “transferee”) Continue Reading
Delaware Supreme Court Asserts No Presumption of Confidentiality for Books-and-Records Productions Under Section 220
In Tiger v. Boast Apparel, Inc. (a/k/a BAI Capital Holdings, Inc.), the Delaware Supreme Court held that there is no presumption of confidentiality for books-and-records inspection requests under Section 220 of the Delaware General Corporation Law (DGCL), making it clear that stockholders do Continue Reading
Breezing with Terabytes: Offshore Wind and Big Data
Court of Chancery Holds “Executed” Contract Unenforceable, Highlighting the Risks of Using Stand-Alone Signature Pages
The Delaware Court of Chancery’s recent decision in Kotler v. Shipman Associates, LLC,[1]serves two important reminders for practitioners and clients: First, parties to a contract should keep thorough records of contract negotiations. Second, parties should keep the proposed agreement and Continue Reading
Stillwater Mining Appraisal Opinion Lands on Merger Price as the Best Indicator of Fair Value in a Single-Bidder Process
The Delaware Court of Chancery has ruled in In re Appraisal of Stillwater Mining Company that the per share price paid for Stillwater Mining Co. (“Stillwater” or the “Company”) was the best measure of the fair value of the Company’s shares. This is consistent with the Delaware courts’ Continue Reading
Venture Capital & Emerging Growth Companies Activities—September 2019
We are pleased to share outstanding highlights this month about our firm, the venture capital landscape, and our clients and contacts who continuously enrich the entrepreneurial ecosystem. McCarter Highlights We welcome new partner Peter Campitiello and associate Adam Sternbach to the firm’s Continue Reading
Worker Use of Medical Marijuana Poses Challenges for Employers
The past decade has seen most states enact legislation permitting the medicinal use of marijuana. While legalization has expanded, marijuana remains illegal under federal law for both medical and recreational use, creating ongoing tension between state and federal marijuana policies. In this Continue Reading
Buy (More) American: The Trump Administration Finally Ups the Ante on Domestic Origin Requirements (With the Final Impact Still TBD)
The Trump administration’s focus on enhancing “Buy American” requirements in federal procurement took a leap forward on July 15, 2019, with the issuance of an Executive Order (EO) on Maximizing Use of American-Made Goods, Products, and Materials. Unlike the administration’s previous executive orders Continue Reading
Guerrillas of the NIST: DOD Re-Attacks Supply Chain and Contractor Cybersecurity (Part II)
As we discussed in Part I, federal defense contractors now must comply with new cybersecurity requirements propounded by the National Instituteof Standards and Technology (NIST). The new standards, NIST Special Publication (SP) 800-171, Protecting Controlled Unclassified Information in Nonfederal Continue Reading