In Coit Capital Securities, LLC v. Turbine Asset Holdings, LLC, et al., C.A. No. N17C-05-020-PRW-CCLD, Judge Wallace granted a motion to dismiss counterclaims because such counterclaims were not “purely defensive” and were brought outside of Delaware’s statute of limitations. This action, originally filed by Coit Capital Securities, LLC, involved breach of contract, tortious interference, and conspiracy…

In Brightstar Corp. v. PCS Wireless, LLC, C.A. No. N18C-10-250-PRW-CCLD, Judge Wallace granted defendant/counterclaim plaintiff PCS Wireless, LLC’s motion to dismiss the plaintiff’s misappropriation of trade secrets claim (Count I), and granted in part and denied in part plaintiff/counterclaim defendant Brightstar Corp.’s motion to dismiss PCS’s fraud (Count I) and breach of the implied covenant (Count…

In Collab9, LLC v. En Pointe Technologies Sales, LLC, C.A. No. N16C-12-032-MMJ-CCLD, Judge Johnston granted the defendant’s motion to dismiss and partially granted the plaintiff’s cross motion to dismiss counterclaims. Judge Johnston dismissed the plaintiff’s claims for breach of the implied covenant of good faith and fair dealing (Court II) and fraud (Count III), and dismissed…

V&M Aerospace LLC v. V&M Company, C.A. No. N18C-09-189-AML-CCLD stemmed from the plaintiff’s purchase of the defendant’s entire chrome plating business except for its environmentally contaminated land. The asset purchase agreement provided specific indemnification provisions governing liability for the contamination. The agreement also included a provision allowing the plaintiff to offset its incurred environmental losses against…

In In re Clovis Oncology Inc. Derivative Litigation, the Delaware Court of Chancery construed theDelaware Supreme Court’s opinion in Marchand v.Barnhill to mean that the board’s duty of oversightunder Caremark “must be more rigorously exercised”for corporations operating “in an environmentwhere externally imposed regulations governits ‘mission critical’ operations.” The Clovis Courtstated that, for purposes of adequately…

When a debtor files for Chapter 11 or Chapter 7 bankruptcy, often a creditor’s only remedy is to wait for a sale or reorganization, the claims resolution process and other actions to be taken before the debtor or trustee can make distribution on the claim. Unsecured noteholders often do not want to wait for the resolution…

In Tornetta v. Musk, the Delaware Court ofChancery, addressing “issues of first impression inDelaware,” held that the rigorous entire fairnessstandard of review applies to a board’s executive compensationdecisions in respect of a controlling stockholder,absent compliance with the so-called MFWprocedural protections. Those protections involveconditioning a controlling stockholder transaction,at the outset of negotiations, on the obtainment of…

The U.S. Department of Labor recently announced a final rule that updates the earning thresholds necessary to exempt executive, administrative, and professional employees from the Fair Labor Standards Act’s minimum wage and overtime requirements. It also allows employers to count certain nondiscretionary bonuses and incentive payments (including commissions) to satisfy a portion of the required salary…