Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | October 17, 2018
In 2014, the Delaware Supreme Court in 'Kahn v. MFW' held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out transaction on negotiation and approval by a committee of independent and disinterested directors and the informed, uncoerced approval of a majority of the minority stockholders (dual stage approvals).
New York Law Journal | Analysis
By Thomas J. Hall and Judith A. Archer | October 16, 2018
In this Commercial Division Update, Thomas J. Hall and Judith A. Archer write: '1545 Ocean Ave.' and its progeny have clarified the requirements for satisfying the “not reasonably practicable” standard of §702. While prior case law had typically avoided analysis of the meaning of this standard, the Commercial Division now applies consistent criteria to applications for judicial dissolution of LLCs, providing greater certainty to members who seek dissolution.
New York Law Journal | Analysis
By Patrick G. Rideout and Giyoung Song | October 15, 2018
New York's Commercial Division recently initiated changes that continue its focus on utilizing efficiency, innovation and agility to attract high-stakes complex commercial cases.
New York Law Journal | Analysis
By Julia Lu and David Daniels | October 12, 2018
Bankruptcy Judge Michael Wiles' decision in 'In re Westinghouse Electric Co.', 588 B.R. 347 (Bankr. S.D.N.Y. 2018), rejected a contention that two parties had reached a binding agreement to trade and offers valuable lessons for parties who wish to avoid a similar fate.
Delaware Business Court Insider | News
By Tom McParland | October 11, 2018
A dispute over a cross-licensing agreement between two major electronics manufacturers has spilled over into the Delaware Court of Chancery, with Sanyo Electronic Co. accusing Intel Corp. of improperly claiming the rights to its intellectual property.
The Legal Intelligencer | Commentary
By Hillary Weinstein | October 11, 2018
For many plaintiffs lawyers practicing in New Jersey, the N.J. Truth-in-Consumer-Contract, Warranty and Notice Act (TCCWNA) ,colloquially pronounced “TIC-wa-na”) had, until recently, provided a way for consumers in class actions to add a count to an already-existing action under the Consumer Fraud Act (CFA).
Daily Business Review | Commentary
By Wifredo A. Ferrer and Michael E. Hantman | October 10, 2018
Historically, many companies failed to create and implement anti-corruption, anti-money laundering, and sexual harassment compliance and training programs.
By Jason Grant | October 10, 2018
Under New York law “where an assignment of fraud or other tort claims is intended … with the conveyance of a contract or note, there must be some language … that evinces that intent and effectuates the transfer of such rights,” the First Department panel said.
Delaware Business Court Insider | News
By Tom McParland | October 9, 2018
The Delaware Supreme Court on Tuesday ruled that mergers involving a controlling shareholder qualify for review under the business judgment rule if two key procedural protections are adopted prior to economic negotiations, rejecting a proposed bright-line rule that would have made it easier for plaintiffs to challenge conflicted transactions.
New York Law Journal | Analysis
By Chaya Weinberg-Brodt | October 9, 2018
New York has positioned itself as an attractive forum for resolution of international commercial disputes, with flexible rules permitting contracting parties to agree to procedures specific to their needs. That choice works best for parties who take the necessary time in advance to negotiate not only choice of forum, but also the procedural mechanisms of their choice.
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