In Smart Sand, Inc. v. US Well Services LLC, C.A. No. N19C-01-144 PRW [CCLD], Special Master Boyer granted a defendant/counterclaim plaintiff’s motion to compel several requests for production (“RFPs”), with certain limitations. The instant dispute traced its origins back to the plaintiff/counterclaim defendant’s motion to dismiss. There, Judge Wallace had allowed the defendant/counterclaim plaintiff’s contract claims…

In DRIT LP v. Glaxo Group Ltd., C.A. No. N16C-07-218-WCC-CCLD, Judge Carpenter granted plaintiff DRIT LP’s motion for determination of damages and entry of partial judgment and denied defendants Glaxo Group Limited and Human Genome Sciences, Inc.’s (“GSK”) renewed motion for judgment as a matter of law or a new trial, entitling DRIT to approximately $57,073,482…

When Kathleen Furey McDonough was elected chair of Potter Anderson and Corroon LLP’s executive committee in 2018, she became the first woman to lead a major Delaware firm. Doneene K. Damon, elected president of Richards, Layton, and Finger, P.A., in 2019, became the first African American woman in Delaware to serve in that role. Neither thought…

Since 2001, Sections 9-406 and 9-408 of Article 9 of the Uniform Commercial Code (“UCC”) have contained provisions that void certain restrictions against assignability. Interestingly, in 2002, the State of Delaware approved amendments ( the “Delaware Amendments”) to Sections 9-406 and 9-408 of the version of the UCC enacted in Delaware (the “Delaware UCC”) which, in…

In Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, the Delaware Supreme Court, reversing the earlier decision of the Court of Chancery, held that two closed-end funds properly excluded the shareholder-plaintiff’s dissident nominees at their annual meetings on the basis that the nominating shareholder failed to comply with the deadlines in the funds’…

One of the attributes that distinguishes Delaware internationally is its court of business law. Why? The Delaware brand is sought after across the world for several reasons and its Chancery Court is certainly one of them. Our Chancery Court is very well regarded around the world, and in fact the cases determined in Delaware’s Chancery Court…

The U.S. Department of Labor (DOL) recently announced a final rule that provides clarity to employers regarding the types of compensation that should be included to determine an employee’s “regular rate” of pay when calculating overtime pay under the Fair Labor Standards Act (FLSA). The rule marks the first significant update to the regulations governing regular…

Proving insolvency is an important element of a fraudulent transfer claim. Therefore, it is surprising that courts diverge on how they interpret the most basic of the solvency tests, the balance sheet test. Some courts hold that the balance sheet test compares the recorded amount of liabilities to the fair value of assets. Other courts hold…

Two recent opinions of the Delaware courts—the Delaware Supreme Court’s opinion in Marchandv. Barnhill and the Delaware Chancery Court’slater opinion In re Clovis Oncology Inc. DerivativeLitigation—have placed an increased focus on theboard’s duty of oversight under Caremark. Althoughclaims under Caremark have been described as notoriouslydifficult to plead and prove, the Court ofChancery recently…

Delaware courts have long described claims against a board of directors of a Delaware corporation for breach of its duty of oversight (Caremark claims) as involving the most difficult theories in corporate law upon which a plaintiff can prevail—requiring a plaintiff to demonstrate that the board “utterly failed” to adopt controls and systems for…