In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC, 2016 WL 7048031 (Del. Ch. Dec. 5, 2016), the Court of Chancery held, pursuant to the language of a purchase agreement between Chicago Bridge & Iron Company N.V. (“Seller” or the “Company”) and Westinghouse Electric Company LLC (“Buyer”), that a dispute over the…

In Frechter v. Zier, 2017 WL 345142 (Del. Ch. Jan. 24, 2017), the Court of Chancery denied defendants’ motion to dismiss plaintiff’s declaratory judgment and breach of fiduciary duty action challenging a bylaw of Nutrisystem, Inc. (“Nutrisystem” or the “Company”) that required a supermajority vote of the Company’s stockholders to remove directors. Also granting plaintiff’s motion…

In Vento v. Curry, 2017 WL 1076725 (Del. Ch. Mar. 22, 2017), the Court of Chancery preliminarily enjoined a special meeting of stockholders of Consolidated Communications Holdings, Inc. (“Consolidated” or the “Company”) to vote on a proposed issuance of the Company’s common stock in connection with a proposed merger. Finding information concerning the compensation to be…

In In re Investors Bancorp, Inc. Stockholder Litigation, 2017 WL 1277672 (Del. Ch. Apr. 5, 2017), the Court of Chancery granted defendants’ motion to dismiss claims challenging the adoption of an equity compensation plan by the board of directors of Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”). The Court held that because the plan contained…

The Delaware Court of Chancery recently held thatstockholder approval of an equity incentive plan thatincluded relatively broad sub-limits on the number ofshares available specifically for awards to non-employeedirectors provided “advance ratification” of subsequentawards to the non-employee directors. The Court’sopinion provides significant guidance to corporationsand practitioners in drafting and seeking stockholderapproval of equity incentive plans, and in…

Today, the United States Supreme Court issued an opinion in TC Heartland LLC v. Kraft Foods Group Brands LLC, unanimously reversing and remanding the Federal Circuit’s denial of a petition of writ of mandamus from the District of Delaware’s underlying decision denying a motion to transfer venue. In so holding, the Court held “that a domestic…

Legislation to amend Delaware’s Coastal Zone Act has been introduced that will allow former heavy industry use sites to be converted to an alternative or additional heavy industry use.

In Bright House Networks, LLC v. Mobile Telecommunications Technologies, LLC, C.A. No. 16-277-LPS-CJB (D. Del. Mar. 30, 2017), Magistrate Judge Burke granted the movants’ request that the infringement contentions of patentee Mobile Telecommunications Technologies, LLC (“Mobile Telecomm”) were not properly designated confidential under the protective order. Judge Burke found that the contentions did not fall under…

In Godo Kaisha IP Bridge 1 v. OmniVision Technologies, Inc., C.A. No. 16-290-SLR (D. Del. Mar. 29, 2017), Senior Judge Robinson denied OmniVision Technologies, Inc.’s (“OmniVision”) motion to transfer the case from the District of Delaware to the Northern District of California, where OmniVision is headquartered. According to Judge Robinson, and viewing the Third Circuit’s …

In Tessera, Inc. v. Broadcom Corporation, C.A. No. 16-379-LPS-CJB and 16-380-LPS-CJB (D. Del. Mar. 21, 2017), Magistrate Judge Burke denied Broadcom Corporation’s (“Broadcom”) motion to transfer these related cases from the District of Delaware to the Northern District of California. Judge Burke rejected Broadcom’s argument that, because the plaintiffs in these two cases—all incorporated in Delaware—had…