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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

The Legal Intelligencer

Federal Judge Rejects CVS's Attorney-Client Privilege Claims, Orders Retailer to Turn Over Communications in Qui Tam Action

U.S. District Judge Gerald Austin McHugh rejected the "broad claim of attorney-client privilege" over Illuminate's work and communication with CVS, noting that such protections aren't automatically given because it pertains to documents routed through an attorney.
5 minute read

Law.com

State Appeals Court's Rejection of Contributory Negligence Arguments in $12M Railroad Injury Suit Sparks Forum Shopping Warning From Dissent

"Here, we take irrational disparity to a new level: FELA will mean one thing in Illinois and another thing in Missouri even with regard to identical accidents in Illinois to which the same Illinois safety regulation applies," Missouri Appellate Judge Cristian M. Stevens wrote in a dissenting opinion.
5 minute read

New Jersey Law Journal

Enzo BioChem Settles With NJ, Other States for $4.5M Over Health Data Breach

"It is stunning that as recently as last year, this health care company apparently did not abide by basic security precautions for online accounts, such as instructing its employees not to share passwords," New Jersey Attorney General Matthew J. Platkin said in a statement on the settlement.
4 minute read

Delaware Business Court Insider

Chancery Court Opinion in 'Centrella v. Avantor': A Continuation of Expanding Advancement Rights

The recent decision by Delaware Vice Chancellor Nathan Cook in Centrella v. Avantor Inc. continues a notable trend in Delaware jurisprudence, emphasizing the broad application of advancement rights.
6 minute read

Delaware Business Court Insider

Journey Bandmates in Corporate Deadlock Turns to Court of Chancery

Keyboardist Jonathan Cain, represented by Fox Rothschild, has filed a petition for the court to appoint a custodian to act as an independent third director of Freedom 2020 Inc., the operating entity in which Cain and Journey guitarist Neal Schon each hold 50% of the voting stock.
2 minute read

Delaware Business Court Insider

Del. Supreme Court Rules Out Earn-Out Violation Claims as Premature

The case may be the first earn-out dispute to be dismissed for lack of ripeness.
3 minute read

Delaware Business Court Insider

'A Big Black Box'?: What to Expect Now That the DGCL Has Been Amended

The latest batch of changes—which take effect on Thursday—has seen less unanimous support from the corporate bar than the amendment process usually does.
4 minute read

Daily Business Review

Tax Policies South Florida Businesses Should Pay Attention to Ahead of 2024 Election

Given Florida's unique tax landscape, it's essential for local businesses to grasp how federal-level changes can impact them.
4 minute read

Law.com

Dyson's Attempt to Sweep Away SharkNinja's Patent Infringement Suit Fails Before Federal Judge

"As extensively set forth in SharkNinja's complaint, Dyson's entire line of cordless vacuums in the United States has been infringing Omachron's vacuum patents, for which SharkNinja is the exclusive licensee, for years," said New York-based Gibson, Dunn & Crutcher partner Brian Rosenthal, who serves as lead counsel for SharkNinja. "The court's decision validates that SharkNinja's claims are properly stated, and should be litigated."
5 minute read

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