In an increasingly complex and rapidly evolving economic climate, commercial real estate (CRE) lenders need to be prepared to take action to protect existing loan portfolios from broader macroeconomic conditions. A confluence of events culminated in the current state of the market, starting with coronavirus business closures, stay-at-home orders, supply-chain disruption, pandemic work-from-home and, most recently,…

The recently enacted federal Pregnant Workers Fairness Act (“PWFA”) requires employers with 15 or more employees to provide reasonable accommodations to workers for known limitations related to pregnancy, childbirth, or related medical conditions, unless the accommodation will cause the employer an undue hardship.  The new law goes into effect on June 27, 2023, which is also…

Climate Change, Environmental Justice, Zero Emission Vehicles, and More The 152nd General Assembly is in session, and all indications point to an active year for environmental legislation. In 2022, climate change and environmental justice bills were introduced but did not pass. Sponsors of those bills are expected to introduce new bills this year, and there is…

On April 21, 2023, Governor John Carney announced his intention to allow House Bills 1 and 2 (respectively, “HB 1” and “HB 2”) to be enacted into Delaware law without his signature, legalizing certain recreational use and possession of marijuana and marijuana-related paraphernalia in the State of Delaware.  HB 1 and HB 2 became effective immediately,…

On April 28, 2023, Laura D. Hatcher was sworn in as a Magistrate Judge for the United States District Court for the District of Delaware.  She succeeds Chief Magistrate Judge Mary Pat Thynge, who retired on March 31, 2023. Before her appointment, Magistrate Judge Hatcher served as the chief of the civil division of the United…

Parties entering into transactions often provide for indemnification rights in their agreements. Those agreements typically provide for reimbursement of attorney fees and costs as indemnifiable losses. For instance, the ABA Model Stock Purchase Agreement defines “Loss” as “any cost, loss, liability, obligation, claim, cause of action, damage, deficiency, expense (including costs of investigation and defense and…

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) is expected to be introduced to the Delaware General Assembly for consideration during its 2023 regular session.  If enacted, the 2023 amendments to the DGCL will, among other things, make the following changes: Sections 152, 153 and 157 (as well as…

On February 21, 2023, the National Labor Relations Board (“NLRB”) in McLaren Macomb held that severance agreements requiring employees to broadly waive their rights through confidentiality and non-disparagement provisions violate Section 8(a)(1) of the National Labor Relations Act (“NLRA”).  This decision overturns NLRB precedent that had held such provisions were not considered inherently unlawful, but rather…

On February 23, 2023, the Delaware Supreme Court issued a Cross-Designation Order entitled “In re: Designation of Actions Filed Pursuant to 8 Del. C. § 111.”  Pursuant to the Cross-Designation Order, the current group of the Superior Court’s Complex Commercial Litigation Division (“CCLD”), consisting of Judges Eric M. Davis, Paul R. Wallace, Abigail M. LeGrow,…

The fiduciary duty of oversight has been one of the hottest topics of discussion among practitioners and boards of directors since it was thrust back into the limelight by the Delaware Supreme Court’s decision in Marchand v. Barnhill. In Marchand, the Delaware Supreme Court reversed a decision by the Delaware Court of Chancery to dismiss,…