In a decision that might significantly affect the State of Delaware’s enforcement of matters related to unfiled Delaware unclaimed property reports, on June 24, 2020, the Delaware Supreme Court reversed a Delaware Superior Court jury verdict in Overstock.com, Inc. v. The State of Delaware ex. rel. French, C.A. No. N13C-06-289 (Del. Super. Ct. June 24, 2020).…

The 2020 amendments to the Delaware General Corporation Law make several important changes, including clarifying the circumstances under which emergency bylaws may be invoked, providing safe harbors for specified corporate actions taken during an emergency condition, reducing the statutory hurdles to become a public benefit corporation, providing further definition around mandatory indemnification for officers and effecting…

The U.S. Equal Employment Opportunity Commission (EEOC) has issued new guidance stating that employers cannot require employees to take COVID-19 antibody tests. According to the EEOC, an antibody test is a medical examination under the Americans with Disabilities Act (ADA) and it “does not meet the ADA’s ‘job related and consistent with business necessity’ standard for…

In Continental Finance Company, LLC v. ICS Corp., C.A. No. N19C-07-184 AML, Judge LeGrow granted in part and denied in part the defendant’s motion for partial dismissal. The dispute stemmed from an agreement between plaintiff Continental Finance Company, LLC and defendant ICS Corporation regarding the marketing and promotion of credit card products. The agreement required ICS…

In In Re Bracket Holding Corp. Litigation, C.A. No. N15C-02-223, defendants Express Scripts, Inc. and BioSource LLC in connection with the sale of a company to plaintiff Bracket Holding Corp. allegedly provided financial data that contained numerous material misrepresentations. The plaintiff alleged that the defendants’ misrepresentations fraudulently induced the plaintiff to purchase the company. After a…

In Optical Air Data Systems, LLC v. L-3 Communications Corporation, C.A. No. N17C-05-619 EMD CCLD, Judge Davis denied non-party General Dynamics Corporation’s (“GDC”) Motion for Continued Confidential Treatment of Proposed Redactions in the court’s written decision after trial. GDC sought confidential treatment of the portions of the decision concerning an agreement between the plaintiff and Gulfstream…

In Merrit Quarum v. Mitchell International, Inc., C.A. No. N19C-03-087 AML CCLD, Judge LeGrow granted in part and denied in part the defendant’s motion to dismiss Count I of the plaintiff’s second amended complaint. The litigation arose from a 2016 stock purchase agreement between individual sellers and Mitchell International, Inc. wherein Mitchell purchased the sellers’ shares…

In AMG Vanadium LLC, v. Global Advanced Metals U.S.A., Inc., C.A. No. N17C-0301637-MMJ CCLD, Judge Johnston considered cross-motions for summary judgment and motion to dismiss counterclaims brought by plaintiff AMG Vanadium LLC (“AMG”). Each of these motions turned on whether Global Advanced Metals U.S.A., Inc. (“GAM”) could repudiate its contract with AMG after it was notified…

In Ashland LLC, et al. v. The Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman, et al., C.A. No. N15C-10-176 EMD CCLD, Judge Davis granted in part and denied in part a partial motion for summary judgment by plaintiffs/counterclaim defendants Ashland LLC, International Specialty Products Inc., ISP Environmental Services Inc., and ISP Chemco LLC…

The Delaware Superior Court’s Complex Commercial Litigation Division (“CCLD”) had a busy first quarter in 2020. Highlighting the court’s experience handling M&A disputes, a number of decisions during the quarter involved complex disputes arising out of stock purchase agreements. The CCLD also analyzed the standard for contract repudiation and continued to refine the pleading requirements for…