Parties entering into transactions often provide for indemnification rights in their agreements. Those agreements typically provide for reimbursement of attorney fees and costs as indemnifiable losses. For instance, the ABA Model Stock Purchase Agreement defines “Loss” as “any cost, loss, liability, obligation, claim, cause of action, damage, deficiency, expense (including costs of investigation and defense and…
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) is expected to be introduced to the Delaware General Assembly for consideration during its 2023 regular session. If enacted, the 2023 amendments to the DGCL will, among other things, make the following changes: Sections 152, 153 and 157 (as well as…
On February 21, 2023, the National Labor Relations Board (“NLRB”) in McLaren Macomb held that severance agreements requiring employees to broadly waive their rights through confidentiality and non-disparagement provisions violate Section 8(a)(1) of the National Labor Relations Act (“NLRA”). This decision overturns NLRB precedent that had held such provisions were not considered inherently unlawful, but rather…
On February 23, 2023, the Delaware Supreme Court issued a Cross-Designation Order entitled “In re: Designation of Actions Filed Pursuant to 8 Del. C. § 111.” Pursuant to the Cross-Designation Order, the current group of the Superior Court’s Complex Commercial Litigation Division (“CCLD”), consisting of Judges Eric M. Davis, Paul R. Wallace, Abigail M. LeGrow,…
The fiduciary duty of oversight has been one of the hottest topics of discussion among practitioners and boards of directors since it was thrust back into the limelight by the Delaware Supreme Court’s decision in Marchand v. Barnhill. In Marchand, the Delaware Supreme Court reversed a decision by the Delaware Court of Chancery to dismiss,…
In In re Lordstown Motors, the Delaware Court of Chancery provides a roadmap for former special purpose acquisition companies (SPACs) to validate capital structure uncertainties stemming from the same court’s recent decision in Garfield v. Boxed. In Lordstown, the court makes clear that Section 205 of the Delaware General Corporation Law (the DGCL) is available as…
This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the evolution of Delaware law. Our corporate and alternative entities teams, the largest and most recognized in the state, play a crucial role in Delaware. For decades we have contributed to the development…
On September 30, 2022, the Financial Crimes Enforcement Network (“FinCEN”) published the final rule concerning beneficial ownership reporting under the Corporate Transparency Act, for codification at 31 C.F.R. 1010.380 (the “Rule”). The first round of regulations implemented by the Rule will be effective January 1, 2024, and will have an immediate impact on trustees, corporate service…
In Parma VTA LLC v. Parma GE 7400, LLC, C.A. No. N22C-03-092 AML CCLD, Judge LeGrow denied a motion by defendant Parma GE 7400, LLC to dismiss claims of breach of contract, unjust enrichment, and promissory estoppel asserted by plaintiff Parma VTA LLC in its amended complaint. In this case, the parties executed a tenants in…
In Gone GB LTD, et al. v. Intel Services Division, LLC, et al., C.A. No. N21C-05-198 EMD CCLD, plaintiffs Gone LTD and Ori Gersht asserted eight claims against Intel Services Division, LLC and Intel Corporation (jointly, “Intel”) based on Intel’s alleged wrongful termination of an agreement for the development of imaging technology and various related torts. …