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2 weeks ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of Chancery’s finding that a waiver clause in a stock option agreement was unambiguous and extinguished the plaintiff’s rights to previously granted stock options.
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2 weeks ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained regarding parent Holdings’ involvement in the plaintiff’s alleged misconduct based on torts and breaches of employment agreements and fiduciary duties.
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3 weeks ago | 
morrisjames.com | Brya Keilson |Lewis H. Lazarus |John W. Newcomer
Once more, Chambers USA has recognized Morris James as a leading Delaware law firm for its exceptional client service, sophisticated legal insight, and preeminence in the following practice areas: bankruptcy & restructuring, chancery, intellectual property, real estate, and zoning & land use.
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1 month ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit concerning whether the employee choice doctrine (under which courts do not review forfeiture-for-competition provisions for reasonableness so long as the employee voluntarily terminated their employment) applies outside of the limited partnership context.
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1 month ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock required only a majority-of-the votes-cast, a plaintiff stockholder sought to enjoin the company from proceeding on the ground that the amendment required a majority-of-the-outstanding-shares-entitled-to-vote. The only issue was the voting standard. The relevant charter provision provided that “The number of authorized shares of Common Stock . . .
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2 months ago | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote under Section 266 of the Delaware General Corporation Law. A stockholder filed an action alleging that the conversion was subject to a supermajority 66 2/3% vote pursuant to a provision – Article X – of the corporation’s certificate of incorporation that required such a vote “to amend or repeal, or adopt any provision” of the certificate.
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2 months ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the plaintiff proved at trial that the controller breached his fiduciary duties in a self-dealing merger transaction, but the Court but also found the plaintiff failed to prove damages.
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2 months ago | 
jdsupra.com | Lewis H. Lazarus
Originally published in ALM's Delaware Business Court InsiderWhether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it is a controlling stockholder. If the stockholder owns a large block but less than a majority, then whether it is a controlling stockholder is context dependent.
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2 months ago | 
morrisjames.com | Lewis H. Lazarus
Originally published in ALM's Delaware Business Court InsiderWhether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it is a controlling stockholder. If the stockholder owns a large block but less than a majority, then whether it is a controlling stockholder is context dependent.
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2 months ago | 
law.com | Lewis H. Lazarus
Who Got The Work J. Brugh Lower of Gibbons has entered an appearance for industrial equipment supplier Devco Corporation in a pending trademark infringement lawsuit. The suit, accusing the defendant of selling knock-off Graco products, was filed Dec. 18 in New Jersey District Court by Rivkin Radler on behalf of Graco Inc. and Graco Minnesota. The case, assigned to U.S. District Judge Zahid N. Quraishi, is 3:24-cv-11294, Graco Inc. et al v. Devco Corporation.
