Michael R Lastowski

April 16, 2014 | Delaware Business Court Insider

In a rare case, the Delaware Chancery Court recently interpreted the federal Bankruptcy Code to determine that it has subject-matter jurisdiction over a dispute regarding intellectual property rights abandoned by a debtor in bankruptcy in Spiro v. Vions Technology, No. 8287-VCP (Del. Ch. March 23, 2014).

By Michael R. Lastowski and Christopher M. Winter

6 minute read

March 12, 2014 | Delaware Business Court Insider

In a recent decision in Giuliano v. Innovative Nationwide Builders (In re Ultimate Acquisition Partners), Bankr. No. 11-10245, Adv. No. 11-52633 (Bankr. D. Del. Jan. 31, 2014), U.S. Bankruptcy Judge Mary F. Walrath of the District of Delaware, in deciding a summary judgment motion filed by the defendant in this particular adversary proceeding, addressed several issues, including the issue of subsequent new value.

By Michael R. Lastowski and Lawrence J. Kotler

7 minute read

February 25, 2014 | Delaware Business Court Insider

Most readers are likely familiar with the recent trend of Delaware corporations adopting forum-selection bylaws dictating that all shareholder litigation filed against an entity involving the internal affairs of the corporation must be filed in a state court in Delaware. In late 2013, however, United Technologies Corp. attempted to condition a stockholder's inspection of documents pursuant to Section 220 of the Delaware General Corporation Law on his entry into a confidentiality stipulation containing a clause requiring any litigation that was the fruit of the inspection to be prosecuted in Delaware. In a transcript ruling in Treppel v. United Technologies, C.A. No. 8624 (Del. Ch. Jan. 13, 2014), Vice Chancellor Sam Glasscock III rejected such a condition to a statutory inspection. The facts, arguments of the parties and the rulings of the court, as transcribed, are highlighted below.

By Michael R. Lastowski and Richard L. Renck

5 minute read

January 22, 2014 | Delaware Business Court Insider

Finding that sometimes "a lie is just a lie," the Delaware Chancery Court, in an opinion deciding a dispute between rival Italian grocers in Rehoboth Beach, Del., reinforced the principle that Delaware LLC law is "contractarian" and held that the plain meaning of an operating agreement trumped claims stemming from a "lie" by a withdrawing member of an LLC.

By Michael R. Lastowski and Christopher M. Winter

5 minute read

December 25, 2013 | Delaware Business Court Insider

In In re ID Liquidation One, Case No. 11-11046 (D. Del. Nov. 5, 2013), an insider of the debtors sought allowance of an administrative expense claim for services rendered pursuant to a prepetition management agreement signed by insiders on behalf of the debtors.

By Michael R. Lastowski and Christopher M. Winter

5 minute read

November 27, 2013 | Delaware Business Court Insider

More than a month after the Delaware Supreme Court vacated a Delaware Court of Chancery injunction and cleared the way for video game-maker Activision Blizzard Inc. to recover stock from Vivendi S.A. in a deal worth $8.2 billion, the Supreme Court has issued an opinion explaining that it did so based on the "plain meaning" of the term "business combination" in Activision's charter.

By Michael R. Lastowski and Christopher M. Winter

4 minute read

January 11, 2012 | Delaware Business Court Insider

The two most commonly asserted preference defenses are the "ordinary course" defense under 11 U.S.C. 547(c)(2) and the "new value" defense under 11 U.S.C. § 547(c)(4). Of the two, the new value defense has the advantage of being easily calculable and ascertainable. In Friedman's Inc. v. Roth Staffing Companies , Delaware Bankruptcy Court Judge Brendan L. Shannon wrote an opinion holding that new value is calculated as of the petition date. He thereby rendered the calculation of new value more certain in cases where a creditor receives post-petition payments for goods or services that comprise new value.

By Michael R. Lastowski Special to the DBCI

4 minute read

July 17, 2013 | Delaware Business Court Insider

The U.S. Bankruptcy Court for the District of Delaware recently denied a motion to dismiss an employee class adversary action lawsuit under the Worker Adjustment and Retraining Notification Act in the TSC Global Chapter 7 cases, holding that plaintiffs pursuing pre-petition WARN Act claims are not restricted to filing proofs of claim.

By Michael R. Lastowski and Christopher M. Winter

3 minute read

August 10, 2011 | The Legal Intelligencer

A nondebtor affiliate of Tweeter, the bankrupt electronics retailer, is liable with the debtor under the WARN Act to employees terminated just prior to Tweeter's bankruptcy filing with same-day notice.

By Christopher M. Winter and Michael R. Lastowski

5 minute read

September 18, 2013 | Delaware Business Court Insider

In Costantini v. Swiss Farms Stores Acquisition, C.A. 8613-VCG (September 5, 2013), the Chancery Court ruled that an indemnification provision that mirrored the corporate statute did not extend to the partner of one of its members who had the ability to designate a manager of the LLC.

By Michael R. Lastowski and Christopher M. Winter

4 minute read