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October 23, 2024 | Delaware Business Court Insider

Repurchase Option in LLC Agreement Tied to Nondisparagement Provision Does Not Violate the Absolute Litigation Privilege

In this recent decision from the Delaware Court of Chancery, Seva Holdings v. Octo Platform Equity Holdings, the court considered whether a membership interest repurchase right under an LLC agreement triggered by breach of a nondisparagement restriction was enforceable, or whether the repurchase scheme violated the absolute litigation privilege.
5 minute read
October 17, 2024 | Delaware Business Court Insider

Four Delaware Supreme Court Arguments to Pay Attention to This Fall

Closely-watched cases could have implications for areas of corporate law that have come up repeatedly in attorneys' conversations this year and in 2023, including controlling shareholders, out-of-state incorporations and how much leeway the Court of Chancery has in reviewing arbitration awards and non-competes.
6 minute read
October 09, 2024 | Delaware Business Court Insider

Court of Chancery Rejects 'Caremark' Liability for Imperfect Compliance With Legal Obligations

In dismissing for failure to plead demand futility, Vice Chancellor Lori W. Will explained that that allegations of independent directors' knowledge of "imperfect compliance" did not provide a reasonable inference of bad faith "intentional lawbreaking."
5 minute read
September 11, 2024 | Delaware Business Court Insider

Court of Chancery Invalidates Election of Directors Where Board Improperly Set the Record Date

This case illustrates that the court generally will not use Section 205 to validate a deliberate, intentional violation of a statute to set the record date for a meeting, at least when a short period of time passes between the defective action and the court proceeding.
4 minute read
August 22, 2024 | Delaware Business Court Insider

Cook: Default Judgment or Not, Plaintiffs Need to Show Work to Obtain Damages

Vice Chancellor Nathan Cook, in an opinion, granted Tyler and Cameron Winklevoss and their investment fund only a fraction of the $1.3 million they claimed to be owed by the founder of a magazine they invested in.
4 minute read
August 21, 2024 | Delaware Business Court Insider

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company's Business Affairs

The actual control theory is "not easy to satisfy." In its recent decision, Scianella v. AstraZeneca UK Limited, C.A. No. 2023-0125-PAF (Del. Ch. July 8, 2024), the Delaware Court of Chancery emphasized that plaintiffs have a steep burden even at the pleadings stage to demonstrate actual control.
5 minute read
July 24, 2024 | Delaware Business Court Insider

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

Since MFW, the Court of Chancery has applied the MFW framework to assess the standard of review of controlling stockholder transactions that did not involve a freeze-out merger, which commentators have referred to as "MFW creep."
5 minute read
July 17, 2024 | Delaware Business Court Insider

Chancery Confirms Arbitration Award Resulting in Negative Purchase Price

As the Delaware Chancery Court's recent decision in SM Buyer v. RMP Seller Holdings demonstrates, the deference afforded to an arbitrator may result in decisions with which a reviewing court may disagree but that the court is nonetheless bound to confirm.
6 minute read
June 24, 2024 | Delaware Law Weekly

Morris James IP Litigators Contribute to New Book on Biosimilars Litigation

Morris James intellectual property attorneys Kenneth Dorsney and Cortlan Hitch have edited and contributed to the newly published book "Biosimilars Litigation and Client Counseling," which is available through the American Bar Association.
2 minute read
June 19, 2024 | Delaware Business Court Insider

Chancery Reviews SPAC Precedents and Dismisses Complaint for Failure to Show Impairment of Stockholders' Redemption Rights

In the recent decision of In re Hennessy Capital Acquisition IV Shareholder Litigation, the Delaware Court of Chancery observed that the ensuing "abundance of SPAC fiduciary duty claims suggests that stockholder plaintiffs have taken notice," and that SPAC litigation had become "ubiquitous" in the court.
10 minute read

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