• Rostowsky v. Hirsch

    Publication Date: 2024-10-29
    Practice Area: Corporate Entities
    Industry: Health Care | Insurance
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Daniel C. Herr, Law Office of Daniel C. Herr LLC, Wilmington, DE; Barry F. Fagel, Lindhorst & Dreidame Co., L.P.A., Cincinnati, OH for plaintiff.
    for defendant: David B. Anthony, Berger McDermott LLP, Wilmington, DE; Brian Gottesman, Gabell Beaver LLC, Wilmington, DE; Alisa E. Moen, Moen Law LLC, Wilmington, DE for defendants.

    Case Number: 2022-0004-SG

    Facts demonstrated that plaintiff was entitled to ownership stake in business under promissory estoppel where defendants represented that plaintiff was a co-founder but failed to include him as a member in the LLC's formation documents.

  • CareDx, Inc. v. Natera, Inc.

    Publication Date: 2024-10-22
    Practice Area: Business Torts
    Industry: Biotechnology | Health Care
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Shwartz
    Attorneys: For plaintiff:
    for defendant:

    Case Number: 23-2427

    Court remanded case where district court did not review the evidence as to all advertisements at issue in a Lanham Act false advertising case.

  • Roth v. Sotera Health Co.

    Publication Date: 2024-10-08
    Practice Area: Employment Litigation
    Industry: Health Care | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: John M. Seaman, G. Mason Thomson, Abrams & Bayliss LLP, Wilmington, DE; Ryan Q. Keech, K&L Gates LLP, Los Angeles, CA; Matthew B. Goeller, K&L Gates LLP, Wilmington, DE; Carl Alan Roth, Roth Ames LLP, La Habra, CA for plaintiff.
    for defendant: John P. DiTomo, Lauren K. Neal, Courtney Kurz, Taylor A. Christensen, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE for defendant.

    Case Number: 2022-1192-LWW

    Court ruled that company's former LLP agreement's vesting and forfeiture terms for partnership units could be incorporated into restricted stock agreement following company's corporate conversion and exchange of employee's units for restricted stock.

  • United States v. Sponaugle

    Publication Date: 2024-09-24
    Practice Area: Criminal Law
    Industry: Accounting | Federal Government | Health Care
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Scirica
    Attorneys: For plaintiff:
    for defendant:

    Case Number: 22-2851

    Accountants' testimony did not constitute improper lay opinion testimony where their discussion of accounting concepts was merely foundational to their fact testimony, which was based on their personal experiences with the fraudulent scheme in the case.

  • Campus Eye Mgmt. Holdings, LLC v. DiDonato

    Publication Date: 2024-09-17
    Practice Area: Corporate Governance
    Industry: Health Care | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: David J. Margules, Elizabeth A. Sloan, Steven L. Becton, II, Ballard Spahr LLP, Wilmington, DE for plaintiff.
    for defendant: Mary F. Dugan, Emily V. Burton, Tanner C. Jameson, Alan C. Cardenas-Moreno, Young Conaway Stargatt & Taylor LLP, Wilmington, DE for defendant.

    Case Number: 2024-0121-LWW

    Court upheld transaction involving merger of operating subsidiary and amendment of its LLC agreement to remove manager, where the relevant LLC agreements and the LLC Act authorized the actions taken to facilitate the transaction.

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  • NuVasive, Inc. v. Miles

    Publication Date: 2024-09-03
    Practice Area: Employment Litigation
    Industry: Health Care | Investments and Investment Advisory | Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Ethan H. Townsend, Aaron P. Sayers, McDermott Will & Emery LLP, Wilmington, DE; Rachel B. Cowen, McDermott Will & Emery LLP, Chicago, IL; Morris J. Fodeman, Wilson Sonsini Goodrich & Rosati, New York, NY; Jeffery S. Hood, Procopio, Cory, Hargreaves & Savitch LLP, San Diego, CA for plaintiff.
    for defendant: Philip A. Rovner, Potter Anderson & Corroon LLP, Wilmington, DE; Nimalka Wickramasekera, Winston & Strawn LLP, Los Angeles, CA, Brian J. Nisbet, Elizabeth S. Deshaies, Winston & Strawn LLP, Chicago, IL, John C. Sanders, Jr., Winston & Strawn LLP, Dallas, TX for defendants.

    Case Number: 2017-0720-SG

    Failure to disclose passive investment in competitor did not by itself constitute a breach of loyalty where there was no evidence executive acted against his employer's interests, used the investment to obtain an advantage, or had a conflict of interest.

  • Pazos v. AdaptHealth LLC

    Publication Date: 2024-08-27
    Practice Area: Mergers and Acquisitions
    Industry: Accounting | Distribution and Wholesale | Health Care | Manufacturing
    Court: Delaware Superior Court
    Judge: Judge Wallace
    Attorneys: For plaintiff: Kelly E. Farman, Matthew W. Murphy, Edmond S. Kim, Richards, Layton & Finger, P.A., Wilmington, DE for petitioner.
    for defendant: Steven L. Caponi, Matthew B. Goeller, Megan E. O’Connor, K&L Gates LLP, Wilmington, DE for respondent.

    Case Number: N23C-02-164 PRW CCLD

    Court upheld expert determination issued under parties' contractual dispute resolution clause where record undermined objector's claim that expert overlooked or improperly relied on evidence.

  • Pinnacle Fertility Holdings, LP v. Jain

    Publication Date: 2024-08-13
    Practice Area: Contracts
    Industry: Health Care
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Ryan D. Stottmann, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE for plaintiffs.
    for defendant: Henry E. Gallagher, Jr., Connolly Gallagher LLP, Wilmington, DE for defendants.

    Case Number: 2023-1280-MTZ

    Court declined to enforce arbitration provision against nonsignatory plaintiffs where their complaint did not seek to enforce the terms of the contract containing the arbitration clause.

  • Fortis Advisors LLC v. Medtronic Minimed, Inc.

    Publication Date: 2024-08-13
    Practice Area: Mergers and Acquisitions
    Industry: Health Care | Investments and Investment Advisory | Manufacturing | Software
    Court: Court of Chancery
    Judge: Chancellor Adams
    Attorneys: For plaintiff: Ronald S. Gellert, Gellert Seitz Busenkell & Brown, LLC, Wilmington, DE; Derek J. Meyer, Prospect Law LLP, Los Angelos, CA for plaintiff.
    for defendant: Jacqueline A. Rogers, Potter Anderson & Corroon LLP, Wilmington, DE; Victor L. Hou, Cleary Gottlieb Steen & Hamilton LLP, New York, NY; Nowell D. Bamberger, Cleary Gottlieb Steen & Hamilton LLP, Washington, DC for defendant.

    Case Number: 2023-1055-MAA

    Court declined to find a breach of merger agreement where seller agreed to impose no specific contractual duties upon the buyer to achieve the milestone for a contingent payment, as the buyer had discretion to exercise business judgment provided its primary purpose was not to defeat the milestone payment.

  • Pearce v. NeueHealth, Inc.

    Publication Date: 2024-07-30
    Practice Area: Mergers and Acquisitions
    Industry: Health Care | Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge Rennie
    Attorneys: For plaintiff: Carmella P. Keener, Cooch and Taylor, P.A., Wilmington, DE; David W. Asp, Joseph C. Bourne, R. David Hahn, Lockridge Grindal Nauen P.L.L.P., Minneapolis, MN; Anne T. Regan, Nathan D. Prosser, Hellmuth & Johnson PLLC, Edina, MN for plaintiffs.
    for defendant: Emily V. Burton, Cheol W. Park, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Jan M. Conlin, Heather M. McElroy, Patrick A. Cochran, Ciresi Conlin LLP, Minneapolis, MN for defendant.

    Case Number: N23C-09-005 SKR CCLD

    Forward-looking projection could constitute actionable fraud where plaintiffs adequately alleged that the projection was a complete fabrication as defendants lacked the data necessary to calculate a reasonable projection and thus likely fabricated the figures underpinning the projection.