In SARN Energy LLC v. Tatra Defense Vehicle A.S., C.A. No. N17C-06-355 EMD CCLD (Oct. 31, 2018) (“SARN I”), Judge Davis denied a motion for judgment on the pleadings brought by plaintiff SARN Energy LLC. SARN sued Tatra Defence Vehicle a.s. for breach of contract arising out of a Defense Policy Analysis and Advisor Agreement (the…

In Piper Jaffray, Inc. v. Marrone Bio Innovations, Inc., C.A. No.: N18C-04-021 EMD CCLD, Judge Davis denied a motion to dismiss. Plaintiff Piper Jaffray Inc. brought suit against Marrone Bio Innovations, Inc. for payment of a transaction fee that Piper Jaffray claimed was owed under the terms of a January 7, 2017 engagement letter. Under the…

Recently, Delaware’s 150th General Assembly passed House Bill No. 1, amending Article I of the Delaware Constitution to provide equal rights on the basis of sex. This amendment provides that the Constitution shall state: “Equality of rights under the law shall not be denied or abridged on account of sex.” The bill also contains a statement…

In In re PLX Technology Inc. StockholdersLitigation, the Delaware Court of Chancery foundthat the directors of PLX Technology, Inc. (PLX), inapproving the company’s sale to Avago Technologies(Avago), breached their duty of disclosure as wellas their so-called Revlon duties to establish a processdesigned to seek the best transaction reasonablyavailable. Interestingly, the breach associated with thesales process…

In Sciabacucchi v. Salzberg, the Delaware Courtof Chancery struck down provisions in the certificateof incorporation of three defendant corporationspurporting to require any claim under the SecuritiesAct of 1933 (1933 Act) to be filed in the federaldistrict courts of the United States of America. Theopinion is relevant not only for its key holding butalso for the Court’s…

The Delaware Court of Chancery, in Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), has declared “ineffective and invalid” provisions in three corporations’ certificates of incorporation that purported “to require any claim under the Securities Act of 1933 to be brought in federal court” (the “Federal Forum Provisions”). Ruling on cross-motions for summary…

Trade secret claims commonly involve large-scale litigation with millions of dollars at stake. Heightened competition and increased employee mobility in certain industries have resulted in an explosion of trade secret litigation in recent years. See Bradford K. Newman, “Protecting Trade Secrets,” 17 Bus. L. Today, Nov./Dec. 2007. It is expected that trade secret cases will…

In the recent Investors Bancorp case, the Delaware Supreme Court clarified that advance stockholder approval of a compensation plan may only “ratify” future grants if the plan is self-executing, i.e., it left the board with no discretion, and enumerated specific grants or a formula for calculating specific grants. The authors discuss the case and, in…

The Delaware Court of Chancery’s opinion in Akorn, Inc.v. Fresenius Kabi AG constitutes what is believed to bethe first decision of a Delaware court permitting a buyerto terminate a merger agreement due to the occurrence ofa material adverse effect. While the headline holding issignificant in and of itself, the Court’s analysis is groundin existing Delaware…