Joanna J Cline

November 27, 2023 | The Legal Intelligencer

The settlement documents refer to a blow provision but note that the triggering percentage is not being disclosed. This is done to avoid publicizing the number of opt-outs to parties who may try to disrupt the settlement because knowledge of the number may give them more incentive to do so.

By Jay A. Dubow, Joanna J. Cline and Milica Krnjaja

7 minute read

August 28, 2023 | The Legal Intelligencer

Recent decisions by the Delaware Court of Chancery demonstrate that when a SPAC transaction and the disclosures surrounding it are challenged, defendants may face an uphill battle to prevail on a motion to dismiss, especially where breach of fiduciary duty claims have been asserted.

By Jay A. Dubow, Joanna J. Cline and Erica H. Dressler

7 minute read

May 26, 2023 | The Legal Intelligencer

With the first post-Axon challenge already underway in the U.S. District Court for the Northern District of Georgia and a pending petition for writ of certiorari from a U.S. Court of Appeals for the Fifth Circuit decision declaring the SEC's administrative proceedings unconstitutional, we may soon see whether and how these judicial constraints on administrative proceedings will continue to develop in the aftermath of Axon.

By Jay A. Dubow, Joanna J. Cline and Angela Monaco

10 minute read

February 23, 2023 | The Legal Intelligencer

Newer trends—such as environmental, social, and governance (ESG), cybersecurity-related disclosure violations, and cryptocurrency regulation—are likely to provide further fuel for securities litigation and enforcement in the coming year.

By Jay A. Dubow, Joanna J. Cline and Kaitlin L. O'Donnell

9 minute read

March 24, 2021 | Delaware Business Court Insider

In a recent decision, the Delaware Supreme Court affirmed a ruling of the Delaware Superior Court that Delaware has a more significant relationship than California to a directors' and officers' liability insurance policy (D&O policy), at least when the dispute involves a Delaware corporation and its directors and officers.

By Joanna J. Cline and Emily L. Wheatley

8 minute read

November 25, 2020 | Delaware Business Court Insider

In a recent decision, the Delaware Court of Chancery faced the increasingly common situation in which parties' contractual provisions select Delaware law to govern the parties' disputes in an apparent attempt to bypass the law of another state that otherwise would be applicable.

By Joanna J. Cline and Emily L. Wheatley

6 minute read

May 27, 2020 | Delaware Business Court Insider

The Delaware Superior Court recently elaborated on the common interest doctrine in the context of a merger. In American Bottling v. Repole, Judge Abigail LeGrow held that privileged communications shared with a third party during the final stages of a merger were not subject to the common interest doctrine.

By Joanna J. Cline and Emily L. Wheatley

6 minute read

February 05, 2020 | Delaware Business Court Insider

The Delaware Court of Chancery has again confirmed that it will not entertain lawsuits that seek to second-guess a board of directors' good-faith decision to accept one acquisition proposal over another as long as a majority of the board is unaffected by conflicts or the influence of a controlling stockholder.

By Christopher B. Chuff, Joanna J. Cline, Matthew M. Greenberg and Taylor B. Bartholomew

6 minute read

September 25, 2019 | Delaware Business Court Insider

There has been a recent trend where employers have sought to circumvent California's public policy by invoking Delaware law in restrictive covenant agreements with their employees.

By Christopher B. Chuff, Joanna J. Cline, Matthew M. Greenberg and Taylor B. Bartholomew

9 minute read

April 03, 2019 | Delaware Business Court Insider

A recent decision by the Delaware Court of Chancery provides important guidance on two types of contractual provisions that routinely appear in complex purchase agreements—efforts clauses and notice provisions.

By Christopher B. Chuff, Joanna J. Cline and Taylor B. Bartholomew

5 minute read