In Olenik v. Lodzinski, the Delaware Supreme Court provided further guidance regarding the circumstances under which the deployment of procedural protective devices pursuant to the so-called MFW standard—namely, the transaction’s negotiation and approval by an independent special committee and its adoption by a majority-of-the-minority vote—can operate to restore the presumption of the business judgment rule…

In the context of making a loan secured by commercial real estate, a lender is right to be concerned about environmental contamination at that property, and how it may impact potential liability for cleanup and the value of the property as collateral. According to a survey by Environmental Data Resources (“EDR”), one out of every ten…

Today, Judge Connolly issued new form patent scheduling orders requiring detailed early disclosure of infringement and invalidity contentions (along with related document productions), which contentions can only be modified for good cause. In doing so, Judge Connolly created two separate scheduling orders—one for cases in which infringement is alleged, and one for cases in which only…

Proposed amendments to the Delaware GeneralCorporation Law would, among other things, addnew provisions relating to documentation of transactionby electronic means, revise the default provisionsapplicable to stockholder notices, includingthose governing appraisal, clarify the timing of unanimousconsents of directors, and make other technicalchanges.…

On July 23, 2018, Delaware Governor John Carney signed into law Senate Bill No. 183, which amends the Delaware Limited Liability Company Act (the “DLLCA”). The legislation addresses a number of aspects of a Delaware limited liability company (a “Delaware LLC”); however, the amendments most affecting commercial real estate lending are the creation of a new…

The U.S. District Court for the District of Delaware has selected Jennifer L. Hall, currently the chief of the Civil Division of the United States Attorney’s Office for the District of Delaware, to fill the newly created fourth magistrate judge position in the District. Ms. Hall earned a B.S. in Biochemistry from the University of Minnesota,…

Judge Noreika has updated her form of scheduling order to require the submission of a concise statement of numbered, material facts with dispositive motions. The responding party must separately admit or deny each fact, and may submit its own concise statement of facts. The requirement applies to all pending civil cases. The updated scheduling order can…

In Onyx Therapeutics, Inc. v. Cipla Ltd., No. 16-988-LPS (D. Del. Feb. 15, 2019), Chief Judge Stark rejected the plaintiff’s claim that certain documents withheld from production were protected by the patent agent-client privilege. The ruling followed the Court’s review in camera of documents identified in privilege log entries selected by the parties as representative…

In three unrelated sets of cases,1  Chief Judge Stark and Magistrate Judge Burke jointly presided over an omnibus hearing on pending motions for unpatentability under 35 U.S.C. § 101. At the conclusion of the hearing, Chief Judge Stark ruled from the bench, granting six motions to dismiss on grounds of no patentable subject matter and denying…