The Delaware General Assembly has approved legislation amending Section 145 of the Delaware General Corporation Law (the “DGCL”) to authorize a Delaware corporation to use captive insurance, which is generally defined as insurance provided by or through a wholly-owned subsidiary funded by the corporation, to protect its current and former directors, officers and other indemnifiable persons…

On November 22, 2021, the U.S. Department of Labor issued a Final Rule that increases the minimum wage for employees who work on federal contracts to $15 per hour, implementing an executive order that President Biden executed on April 27, 2021.  This rule will take effect on January 30, 2022.  It applies in all 50 states,…

In Rosenbaum v. CytoDyn Inc., the Delaware Court of Chancery denied an insurgent group’s challenge to the rejection of their notice of director nominations by CytoDyn Inc. The Court’s opinion brings some clarity to an area of the law that “may not be as settled as one would think,” providing a framework for reviewing actions taken…

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was enacted in response to perceived excesses and other dysfunction in the financial markets that precipitated the 2008 financial crisis. The public discourse surrounding the adoption and implementation of Dodd-Frank — including the notion that institutions deemed “too big to fail,” unless appropriately restrained, would take…

Stockholder-plaintiffs have filed a number of complaints in the Delaware Court of Chancery challenging at least five mergers involving Delaware special purpose acquisition companies (SPACs) in the last four months alleging that the SPAC’s failure to solicit a “class vote” of the SPAC’s Class A Common stockholders in connection with certain amendments to the SPAC’s certificate…

In an effort to boost lagging vaccination rates across the country and as part of its Pathway out of the Pandemic, the Biden Administration charged the Department of Labor, through the Occupational Safety and Health Administration (“OSHA”) and the Centers for Medicare and Medicaid Services, to clarify and implement its recent COVID-19 mandates through rules for…

The corporation laws of every U.S. jurisdiction permit corporations on the “clear day” (i.e., before an adverse claim arises) to agree to advance defense costs, indemnify, and insure presumptively innocent directors and officers against risks of liability that arise out of their good faith service to the corporation. States’ laws governing alternative entities generally leave the…

On September 15, 2021, Governor John Carney signed into law House Bill 112, as amended, which amends the Delaware Uniform Common Interest Ownership Act (DUCIOA).  While many of these amendments are technical in nature, the legislation includes two important, substantive changes to DUCIOA that could have significant impacts on developers of common interest communities and the…

The third quarter of 2021 was another busy one for the Delaware Superior Court’s Complex Commercial Litigation Division (“CCLD”).  While civil jury trials are still backlogged as a result of the pandemic, the CCLD judges continued to issue numerous opinions in cases involving acquisition disputes and pharmaceutical development.  For past issues of this mailing or information…

In KT4 Partners LLC v. Palantir Technologies, Inc., C.A. No. N17C-12-212 EMD CCLD, Judge Davis granted in part and denied in part the defendants’ motions for summary judgment.  The plaintiffs filed suit alleging that the defendants tortiously interfered with a prospective business relationship the plaintiffs had with CDH Investments (“CDH”) to sell the plaintiffs’ stock through…