In Foundation Medicine, Inc. v. Guardant Health, Inc., No. 17-807-LPS-CJB (D. Del. Feb. 15, 2018), Magistrate Judge Burke granted in part the plaintiff’s motion to stay pending inter partes review of the defendant’s three IPR petitions. Among the three petitions, the deadlines for the Patent Trial & Appeal Board’s final written decisions ranged from one…
In Idenix Pharmaceuticals LLC v. Gilead Sciences, Inc., No. 14-846-LPS (D. Del. Feb. 16, 2018), Chief Judge Stark granted the defendant’s motion for judgment as a matter of law that the asserted patent was not enabled. The plaintiffs, Idenix Pharmaceuticals LLC and Universita Degli Studi di Cagliari (together, “Idenix”), sued the defendant, Gilead Sciences, Inc., for…
In 2011, the Delaware Court of Chancery surprised many in CML v. Bax by holding that creditors of a limited liability company (LLC) cannot be granted derivative standing to sue members, managers or controllers for breach of fiduciary duty — even if the LLC is insolvent. This created a different regime for LLCs than what…
Legislation proposing to amend the GeneralCorporation Law of the State of Delaware(DGCL) has been released by the CorporateCouncil of the Corporation Law Section ofthe Delaware State Bar Association and, ifapproved by the Corporation Law Section,is expected to be introduced to the DelawareGeneral Assembly. If enacted, the amendmentswould, among other things: (1) amendSection 262 to apply the…
In Appel v. Berkman, the DelawareSupreme Court reversed the Delaware Courtof Chancery’sdismissal of claims relating to themerger of Diamond Resorts International,Inc. (“Diamond”), finding that the stockholdersof Diamond were not fully informedwhen they tendered their shares in a first-step tender offer followed by a back-end mergerunder Section 251(h) of the DelawareGeneral Corporation Law (DGCL). Inreversing the…
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “General Corporation Law”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If enacted, the…
Numerous jurisdictions recognize that contracts contain an implied covenant of good faith and fair dealing (the implied covenant). Courts have described the implied covenant as “a judicial convention designed to protect the spirit of an agreement when, without violating an express term of the agreement, one side uses oppressive or underhanded tactics to deny the other…
This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the development of Delaware law.
In 2017, the Delaware Court of Chancery in Nguyen v. View, Inc., 2017 WL 2439074 (Del. Ch. June 6, 2017), held in a proceeding brought pursuant to Section 205 (“Section 205”) of the General Corporation Law of the State of Delaware (the “DGCL”) that the consummation of a financing by View, Inc. (“View”) that required the…
Please click on the links below to view videos of Richards Layton attorneys and their takeaways from the various panels at Tulane Law School’s 30th Annual Corporate Law Institute. Jennifer V. Barrett discusses “M&A Practice: 2018” John Mark Zeberkiewicz discusses “Practice after Corwin“ Gregory V. Varallo discusses “The Continuing Impact of Appraisal Rights” Nathaniel J. Stuhlmiller…