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…

Recently, the U.S. Equal Employment Opportunity Commission (EEOC) issued an update to its COVID-19 technical assistance publication. The update provides new guidance on various topics, including initiating discussions with employees about accommodations and flexible work arrangements for returning back to work, age- and pregnancy-related discrimination, caregiver responsibilities, accommodating employees with high-risk family members, and safeguarding employees…

House Bill 341, an act to amend the General Corporation Law of the State of Delaware (“DGCL”), has been introduced to the Delaware General Assembly. The amendments make several important changes to the DGCL, including clarifying the circumstances under which emergency bylaws may be invoked, providing safe harbors for specified corporate actions taken during the pendency…

The U.S. District Court for the District of Delaware has issued an Order adopting a set of Re-Opening Guidelines. The Guidelines provide for four phases, each with a different level of restrictions and permissible courtroom and courthouse activity, culminating in the resumption of normal operations in Phase Four. In Phase One, which begins on June 17,…

Consider this scenario: A debtor confirms its plan and transfers avoidance actions to a litigation trust. The trust then sues the debtor’s former owner, who sold the company through a leveraged transaction prior to bankruptcy, on the basis that the sale was a fraudulent transfer. Let’s assume that the litigation trust sues to recover the full…