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Jan 30, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Cantor Fitzgerald v. Ainslie (Jan. 29, 2024), the Delaware Supreme Court reversed the Court of Chancery’s decision that a “forfeiture-for-competition” provision in a limited partnership agreement was unenforceable because it was unreasonable. More importantly, the Supreme Court held that forfeiture-for-competition provisions in partnership agreements—which condition receipt of future payments on non-competition—are not subject to review for reasonableness at all.
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Jan 30, 2024 | lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Cantor Fitzgerald v. Ainslie (Jan. 29, 2024), the Delaware Supreme Court reversed the Court of Chancery’s decision that a “forfeiture-for-competition” provision in a limited partnership agreement was unenforceable because it was unreasonable. More importantly, the Supreme Court held that forfeiture-for-competition provisions in partnership agreements—which condition receipt of future payments on non-competition—are not subject to review for reasonableness at all.
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Jan 19, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Paul v. Rockpoint Group, LLC (Jan. 9, 2024), the Delaware Court of Chancery addressed the alternative dispute resolution mechanism set forth in a fund manager’s LLC agreement for calculating the share of proceeds to which a former managing partner was entitled upon the funds’ sale of portfolio companies.
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Jan 19, 2024 | lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Paul v. Rockpoint Group, LLC (Jan. 9, 2024), the Delaware Court of Chancery addressed the alternative dispute resolution mechanism set forth in a fund manager’s LLC agreement for calculating the share of proceeds to which a former managing partner was entitled upon the funds’ sale of portfolio companies.
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Jan 11, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Chordia v. Lee (Jan. 4, 2023), the Delaware Court of Chancery interpreted a Stockholders’ Agreement (the “Agreement”), between Alphonso Inc. (the “Corporation”) and its founders and other key stockholders (the “Key Holders”), which had been entered into in conjunction with the acquisition of a majority stake in the Corporation by LG Electronics (“LGE”).
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Jan 11, 2024 | lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Chordia v. Lee (Jan. 4, 2023), the Delaware Court of Chancery interpreted a Stockholders’ Agreement (the “Agreement”), between Alphonso Inc. (the “Corporation”) and its founders and other key stockholders (the “Key Holders”), which had been entered into in conjunction with the acquisition of a majority stake in the Corporation by LG Electronics (“LGE”).
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Dec 18, 2023 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Steven Epstein |Christopher Ewan |Arthur Fleischer Jr. | +24 more
Earlier this year, in its McDonald’s decision, the Court of Chancery established for the first time that not only corporate directors but also officers have oversight duties under Caremark. In Segway v. Cai (Dec. 14, 2003), the court, for the first time since McDonald’s, has addressed officers' Caremark duties. Key PointsThe court confirmed that the same high bar to pleading a Caremark claim against a director also applies to pleading such a claim against an officer.
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Dec 18, 2023 | lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Steven Epstein |Christopher Ewan |Arthur Fleischer Jr. | +24 more
Earlier this year, in its McDonald’s decision, the Court of Chancery established for the first time that not only corporate directors but also officers have oversight duties under Caremark. In Segway v. Cai (Dec. 14, 2003), the court, for the first time since McDonald’s, has addressed officers' Caremark duties. Key PointsThe court confirmed that the same high bar to pleading a Caremark claim against a director also applies to pleading such a claim against an officer.
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Nov 13, 2023 | 
lexology.com | Lisa Silverman |Brigid DeCoursey Bondoc |David Shaw |Qiwen Zhong
In the latest attempt to promote generic drug competition and reduce drug prices, and consistent with broader efforts to enforce the antitrust laws more aggressively, the Federal Trade Commission (FTC) announced on November 7, 2023, challenges to more than 100 patent listings by brand drug manufacturers in the Food and Drug Administration’s (FDA) Orange Book. The challenges implicate 62 unique patents and 18 FDA approved products.
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Jul 4, 2023 | 
lexology.com | David Greenwald |David Shaw
