Legal News

Voigt v Metcalf, C.A. No. 2018-0828-JTL (Del. Ch. Feb. 10, 2020). This decision contains an instructive review of the factors the Court of Chancery will examine to determine whether a minority stockholder may in fact be a controlling stockholder in...By: Morris James LLP

Davidow v. LRN Corp., C.A. No. 2019-0150-MTZ (Del. Ch. Feb. 25, 2020). Delaware law does not invoke the entire fairness test for a voluntary, noncoercive offer by a corporation to buy its own shares....By: Morris James LLP

Fortis Advisors LLC v. Shire US Holdings, Inc., C.A. No. 2018-0933-JRS (Del. Ch. Feb. 13, 2020) - The doctrine of res judicata bars a plaintiff from splitting claims arising from a single transaction into multiple actions....By: Morris James LLP

In re Appraisal of Panera Bread Co., C.A. No. 2017-0593-MTZ (Del. Ch. Jan. 31, 2020). JAB Holdings B.V. (“JAB”), a private company that also owns Einstein Bros., Caribou Coffee and Krispy Kreme, acquired Panera Bread Company (“Panera”) via a...By: Morris James LLP

Lyons Ins. Agency, Inc. v. Wark, C.A. No. 2017-0348-SG (Del. Ch. Jan. 28, 2020). In this decision on cross-motions for summary judgment, the Delaware Court of Chancery held that a liquidated damages clause for a breach of a covenant not to compete...By: Morris James LLP

In re: Essendant, Inc. Stockholder Litigation, C.A. No. 2018-0789-JRS (Del. Ch. Dec. 30, 2019). When as here a Delaware corporation’s charter contains an exculpation provision under Section 102(b)(7) of the Delaware General Corporation Law,...By: Morris James LLP

Channel Medsystems, Inc. v. Boston Scientific Corp., C.A. No. 2018-0673-AGB (Del. Ch. Dec. 18, 2019). Material adverse effect clauses provide a form of buy-side protection in merger agreements. These often are complex provisions permitting the buyer...By: Morris James LLP

Laser Tone Business Systems LLC v. Delaware Micro-Computer LLC, C.A. No. 2017-0439-TMR (Del. Ch. Nov. 27, 2019). In one of her final opinions before joining the Delaware Supreme Court, Vice Chancellor Montgomery-Reeves addressed various statutory...By: Morris James LLP

Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Oct. 29, 2019). The Dieckman v. Regency GP LP matter has been in the Delaware courts for several years....By: Morris James LLP

The Delaware Superior Court has rejected the effort of a physician, bound by a noncompetition covenant with his former practice group, to argue that the covenant was unenforceable because the practice placed him on “garden leave” during the final...By: Morris James LLP