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Jul 19, 2024 | 
jdsupra.com | Philip C. Babler |Douglass Lightfoot |Nicholas O'Keefe
Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July 17, 2024, and will become effective on August 1, 2024. The amendments were largely intended to overturn three recent decisions of Delaware’s Court of Chancery.
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Jul 19, 2024 | 
mondaq.com | Philip C. Babler |Nicholas O'Keefe |Douglass Lightfoot
Delaware's Legislature passed significant amendments to the
Delaware General Corporation Law (the "DGCL") in June, at
the end of its legislative session. These amendments were signed
into law by Governor John Carney on July 17, 2024, and will become
effective on August 1, 2024. The amendments were largely intended
to overturn three recent decisions of Delaware's Court of
Chancery.
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Jul 18, 2024 | 
natlawreview.com | Amol Parikh |Philip C. Babler |Nicholas O'Keefe |Lina Fernandez
Franz Kaldewei GmbH & Co. KG v. Bette GmbH & Co. KGThe Unified Patent Court (UPC) issued its first decision on the merits, granting the first-ever permanent injunction covering seven UPC member states. Franz Kaldewei GmbH & Co. KG v. Bette GmbH & Co. KG (Düsseldorf Local Division, July 3, 2024). The UPC found that the asserted patent was invalid in its granted form due to obviousness but upheld as valid an auxiliary request on which the injunction is based.
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Jul 18, 2024 | 
natlawreview.com | Philip C. Babler
Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July 17, 2024, and will become effective on August 1, 2024. The amendments were largely intended to overturn three recent decisions of Delaware’s Court of Chancery.
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Apr 26, 2024 | 
mondaq.com | Nicholas O'Keefe |Jessica S. Lochmann |Philip C. Babler |Arata Kaku- McGowan
Court rejects failure to disclose information required
under Regulation S-K Item 303 as basis for Rule 10b-5 claim, holds
that unlike "half-truths," "pure omissions" are
not actionable under Rule 10b-5
On April 12, 2024, the United States Supreme Court delivered an
important decision on the issue of whether a failure to make
disclosure required under Item 303 of Regulation S-K can support a
Rule 10b-5 claim, even in the absence of an otherwise-misleading
statement.
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Apr 24, 2024 | 
jdsupra.com | Philip C. Babler |Jessica S. Lochmann |Nicholas O'Keefe
Court rejects failure to disclose information required under Regulation S-K Item 303 as basis for Rule 10b-5 claim, holds that unlike “half-truths,” “pure omissions” are not actionable under Rule 10b-5On April 12, 2024, the United States Supreme Court delivered an important decision on the issue of whether a failure to make disclosure required under Item 303 of Regulation S-K can support a Rule 10b-5 claim, even in the absence of an otherwise-misleading statement.
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Apr 22, 2024 | 
mondaq.com | Nicholas O'Keefe |Philip C. Babler |Eric Chow |Robin Zhang
Rejecting the argument in a motion to dismiss that a
covenant not to sue for breach of fiduciary duties in a stockholder
agreement that applied to drag-along transactions was facially
invalid, the Delaware Court of Chancery held that such covenants
can be legitimate forms of "fiduciary tailoring" and
provided fact-specific test for determining their
validity.
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Apr 16, 2024 | 
natlawreview.com | Nicholas O'Keefe |Philip C. Babler |Benjamin M. Zegarelli |Pat G. Ouellette
In navigating the complex world of private company mergers and acquisitions (M&A), understanding recent legal decisions is paramount. This white paper serves as a guide, distilling intricate court rulings into digestible insights for business professionals. From governance disputes to acquisition agreement nuances, each case discussed sheds light on pivotal aspects of M&A transactions.
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Mar 19, 2024 | 
mondaq.com | Philip C. Babler |Nicholas O'Keefe
Insider trading is a concept that most people are generally
familiar with. In its simplest form, it involves a corporate
insider trading in securities of his or her corporation on the
basis of material nonpublic information (MNPI) about that
corporation. "Shadow trading", on the other hand,
involves misappropriation of confidential information about one
company to trade in securities of a second company where there is a
sufficient "market connection" between the two companies.
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Mar 19, 2024 | 
mondaq.com | Nicholas O'Keefe |Philip C. Babler
In late February, the Chancery Court denied a motion to dismiss
a stockholder lawsuit against the controlling stockholder and board
of directors of TripAdvisor, Inc., seeking to enjoin a
reincorporation of TripAdvisor into Nevada based on allegations
that the reincorporation was an unfair self-interested
transaction.1 Gregory B.
