On December 16, 2020, the U.S. Equal Employment Opportunity Commission (“EEOC”) issued guidance for employers regarding COVID-19 vaccine policies and their interplay with various federal equal employment opportunity laws. According to the EEOC, under the Americans With Disabilities Act, employers with mandatory COVID-19 vaccination requirements cannot automatically exclude from the worksite an employee who refuses to…

In a recent decision, the Delaware Supreme Court held that an appraisal proceeding did not involve a violation of any law or rule and therefore did not constitute a “Securities Claim” giving rise to coverage for losses under the terms of a directors’ and officers’ insurance policy. It provided guidance regarding how the Delaware courts will…

A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation’s stockholders from the threat of a hostile or abusive takeover. Rights plans often include specific provisions designed to address unique threats or issues facing the corporation. One such provision is an “acting in concert”—or…

In In re Altaba, the Delaware Court of Chancery, ruling at a preliminary stage of the dissolution process, authorized Altaba Inc. to make an interim liquidating distribution of up to $4.3 billion to its stockholders. Vice Chancellor J. Travis Laster’s opinion is noteworthy because it is one of the few opinions to authorize an interim distribution…

This is the first complete guide containing everything a lawyer needs to know from the birth to the death of a limited partnership. This important book, revised annually, includes complete coverage and in-depth discussion of the Delaware limited partnership law, plus over 50 useful forms prepared by the authors. The text of every section of the…

Delaware Commercial Real Estate Finance Law and Practice is an indispensable guide to the transactional aspects of commercial real estate financing law in Delaware. The first single-volume publication of its kind, this fundamental reference text focuses on the broad range of topics, from choice of entity to opinions. Delaware Commercial Real Estate Finance Law and Practice…

In In re Anthem-Cigna Merger Litigation, 2020 WL 5106556 (Del. Ch. Aug 31, 2020), the Delaware Court of Chancery found that neither Anthem, Inc. nor Cigna Corporation were entitled to recover damages in connection with the parties’ 2015 merger agreement (the “Merger Agreement”) providing for their proposed $54 billion merger (the “Merger”) that was terminated in…

Last week, the U.S. Department of Labor’s Wage and Hour Division (DOL) published new frequently asked questions for workers and employers about qualifying for paid leave under the Families First Coronavirus Response Act (FFCRA) with regard to the reopening of schools. This guidance explains paid leave eligibility under the various online and in-person formats and alternative…

In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014), and its progeny, Delaware courts established that transactions subject to the entire fairness standard of review due to the presence of a conflicted controlling stockholder will nonetheless receive business judgment rule deference if the deal in question is conditioned ab initio on two well-known procedural…