Morris James LLP's Latest Publications on JD Supra Law News

Leon v. Orlando, C.A. No. 2024-0311-LWW (Del. Ch. June 5, 2024) - In an action to determine the rightful manager of a Delaware limited liability company (“the Company”), the Court of Chancery...

https://www.jdsupra.com/legalnews/chancery-requires-bond-in-connection-9290618/

Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024) - Sophisticated parties frequently include “anti-reliance” clauses in their transac...

https://www.jdsupra.com/legalnews/chancery-breaks-with-two-earlier-8762146/

What is Depo-Provera? Depo-Provera is an injectable form of birth control manufactured by Pfizer that contains a synthetic hormone, medroxyprogesterone acetate, which prevents pregnancy by stoppi...

https://www.jdsupra.com/legalnews/depo-provera-lawsuits-faqs-2623145/

What should I do if I or a loved one has been involved in an airplane accident? If you or a loved one has been involved in an airplane accident, your first priority should be to seek medical atte...

https://www.jdsupra.com/legalnews/aviation-accidents-faqs-1609924/

What is considered medical malpractice? Medical malpractice, also known as medical negligence, occurs when a hospital, doctor, or other health care professional fails to comply with the standard ...

https://www.jdsupra.com/legalnews/medical-malpractice-faqs-updated-1496527/

Delaware corporations are not permitted to pursue profits by violating the law. Under Caremark and its progeny, directors’ fiduciary duties include the good faith obligation to oversee and moni...

https://www.jdsupra.com/legalnews/court-of-chancery-rejects-caremark-7714572/

Sections 205 and 225 of the Delaware General Corporation Law facilitate prompt determinations of the validity of corporate actions. The former permits the Delaware Court of Chancery to validate d...

https://www.jdsupra.com/legalnews/court-of-chancery-invalidates-election-5305711/

Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the survivi...

https://www.jdsupra.com/legalnews/delaware-superior-court-holds-that-9839397/

Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. May 28, 2024) - Following the Court of Chancery’s post-trial opinion concerning Elon Musk’s compensation from Tesla (summarized here), Tesl...

https://www.jdsupra.com/legalnews/court-of-chancery-denies-post-trial-6258484/

Harper v. Sievert, C.A. No. 2022-0819-SG (Del. Ch. May 31, 2024). A stockholder plaintiff brought derivative claims alleging that current and former directors of T-Mobile US, Inc. were liable for...

https://www.jdsupra.com/legalnews/chancery-holds-plaintiff-fails-to-meet-2770477/

City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024). The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp. (“MFW”) est...

https://www.jdsupra.com/legalnews/delaware-supreme-court-reverses-mfw-3178940/

It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is ...

https://www.jdsupra.com/legalnews/minority-stockholder-was-not-a-3849263/

What is the status of the Avon bankruptcy? Avon Products Inc., a U.S.-based holding company that owns the Avon brand outside the United States, filed for Chapter 11 bankruptcy protection on Augus...

https://www.jdsupra.com/legalnews/avon-delaware-bankruptcy-proceedings-6987864/

In re Columbia Pipeline Grp. Inc. Merger Litig., Consol. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024) - In this post-trial decision, the Court addressed an acquirer’s responsibility for damag...

https://www.jdsupra.com/legalnews/chancery-addresses-acquirer-s-request-4269757/

Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) - In order to inspect books and records under Section 220 of the Delaware General Corporation Law, a sto...

https://www.jdsupra.com/legalnews/chancery-determines-certain-suits-and-4404436/

Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) - In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual d...

https://www.jdsupra.com/legalnews/chancery-grants-motion-to-dismiss-8586300/

The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agree...

https://www.jdsupra.com/legalnews/2024-amendments-to-the-general-2159224/

As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these incl...

https://www.jdsupra.com/legalnews/2024-delaware-general-corporation-law-8824359/

In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (MFW), the Delaware Supreme Court ruled that a controlling stockholder transaction involving a freeze-out merger, which is structured to include ...

https://www.jdsupra.com/legalnews/controlling-stockholder-transactions-9465196/

Our attorneys have seen firsthand the devastating impact that substandard care can have on nursing home residents and their families. If you or a loved one has suffered abuse or neglect in a nurs...

https://www.jdsupra.com/legalnews/holding-nursing-homes-accountable-the-3424973/

Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) - The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and th...

https://www.jdsupra.com/legalnews/chancery-determines-llc-agreement-6976112/

Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch. Apr. 30, 2024) - Stockholder representatives of an acquired corporation brought claims alleging that defendants had failed to use contra...

https://www.jdsupra.com/legalnews/chancery-determines-pharmaceutical-6873651/

In re Windmil Therapeutics Inc., C.A. No. 2023-1294-PAF (Del. Ch. Mar. 13, 2024) - This case dealt with the voluntary assignment for the benefit of creditors under 10 Del. C. § 7381, et seq.

https://www.jdsupra.com/legalnews/chancery-declines-to-exercise-equitable-3858114/

In In re MultiPlan Stockholders Litigation, the Delaware Court of Chancery reasoned that common special purpose acquisition company (SPAC) governance and compensation structures create potential ...

https://www.jdsupra.com/legalnews/chancery-reviews-spac-precedents-and-5800966/

1. What are the signs of nursing home abuse or neglect in Delaware? Signs of nursing home abuse and neglect can vary, but common indicators include physical injuries like bruises, cuts, or bedsor...

https://www.jdsupra.com/legalnews/nursing-home-abuse-neglect-faqs-in-2087804/

Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This princ...

https://www.jdsupra.com/legalnews/court-of-chancery-dismisses-aiding-and-1064456/

Malkani v. Cunningham, C.A. 2020-1004-SG (Del. Ch. Feb. 28, 2024) - In this decision involving a contractual fee-shifting provision, both parties argued that they were entitled to fee-shifting as...

https://www.jdsupra.com/legalnews/chancery-awards-attorneys-fees-to-the-2283114/

Trucking accidents can have devastating consequences, often resulting in catastrophic injuries and significant property damage due to the sheer size and weight of the vehicles involved. If you or...

https://www.jdsupra.com/legalnews/who-can-you-sue-for-a-trucking-accident-3189105/

Car accidents are stressful, but being involved in one while you are out of town adds an extra layer of complexity and anxiety. On top of that, more accidents typically happen on Delaware roads d...

https://www.jdsupra.com/legalnews/steps-to-take-if-you-re-involved-in-a-4445382/

PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024) - Under the “bad faith” exception to the American Rule, Delaware courts will consider s...

https://www.jdsupra.com/legalnews/chancery-finds-egregious-conduct-in-5644131/

Parties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locati...

https://www.jdsupra.com/legalnews/del-exclusive-forum-selection-clause-4091109/

The clawback provisions in the U.S. Bankruptcy Code are essential tools for protecting a bankruptcy estate and creditors' interests from preferential or fraudulent asset transfers that deplete es...

https://www.jdsupra.com/legalnews/the-clawback-process-in-bankruptcy-what-5401276/

Boards of Delaware corporations control the company’s assets, which includes by default derivative claims for breach of fiduciary duty against the company’s directors and officers. When deriv...

https://www.jdsupra.com/legalnews/court-of-chancery-grants-special-4869070/

RGIS International Transition Holdco LLC v. Retail Services WIS Corp., C.A. No. N21C-12-077 (Del. Super. February 13, 2024) - Under Delaware law, a corporation generally cannot conspire with its ...

https://www.jdsupra.com/legalnews/superior-court-dismisses-aiding-and-7666055/

The power to bring a claim for breach of duty causing injury to a Delaware corporation resides with the board of directors. It is part of their duty under Section 141(a) of the Delaware General C...

https://www.jdsupra.com/legalnews/chancery-dismisses-derivative-action-5184353/

Clem v. Skinner, et al., C.A. 2021-0240-LWW (Del. Ch. Feb. 19, 2024) - This Caremark decision involved the retail pharmacy company, Walgreens, and concerned billing practices for a particular ins...

https://www.jdsupra.com/legalnews/chancery-dismisses-caremark-action-7719591/

In re Oracle Corp. Deriv. Litig., Consol. C.A. No. 2017-0337-SG (Del. Ch. Feb. 7, 2024) - Under the mootness rule, a stockholder plaintiff can be awarded attorneys’ fees when the plaintiff’s ...

https://www.jdsupra.com/legalnews/chancery-denies-attorneys-fees-for-4570168/

Tornetta v. Musk, et al., C.A. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024) - Stockholders of Tesla, Inc. brought a derivative action against Elon Musk and six individual Tesla directors, alleging tha...

https://www.jdsupra.com/legalnews/chancery-invalidates-elon-musk-s-55-8-2054699/

Whitestone REIT Operating Partnership L.P. v. Pillarstone Capital REIT, C.A. No. 2022-0607-LWW (Del. Ch. Jan. 25, 2024) - In Delaware, the implied covenant of good faith and fair dealing is inher...

https://www.jdsupra.com/legalnews/chancery-invokes-the-implied-covenant-2931171/

Chordia v. Lee, C.A. No. 2023-0382-NAC (Del. Ch. Jan. 4, 2024) - In this case, as part of a sale of a majority interest, a stockholder agreement granted the founders the ability to designate memb...

https://www.jdsupra.com/legalnews/chancery-excuses-condition-in-6356502/

Cantor Fitzgerald, L.P., v. Ainslie, No. 162, 2023 (Del. Jan. 29, 2024) - Here, a limited partnership agreement authorized the partnership to withhold distributions owed to a partner who withdraw...

https://www.jdsupra.com/legalnews/delaware-supreme-court-upholds-2689331/

Palkon v. Maffei, C.A. 2023-0449-JTL (Del. Ch. Feb. 20, 2024) - This decision arose out of TripAdivor’s conversion from a Delaware corporation into a Nevada corporation. The company’s CEO and...

https://www.jdsupra.com/legalnews/chancery-upholds-challenge-to-4493751/

Cryptocurrency is in the media's spotlight and the U.S. Securities and Exchange Commission's crosshairs. After the spectacular demise of FTX Trading Ltd. and other cryptocurrency companies, custo...

https://www.jdsupra.com/legalnews/bankruptcy-courts-role-in-shaping-5236307/

Principal Growth Strategies LLC v. AGH Parent LLC, C.A. 2019-0431-JTL (Del. Ch. January 25, 2023) - This decision provides helpful guidance to practitioners to address pleading-stage arguments fo...

https://www.jdsupra.com/legalnews/chancery-addresses-pleading-stage-3783838/

In re Sears Hometown and Outlet Stores, Inc. S’holder Litig., C.A. No. 2019-0798-JTL (Del. Ch. Jan. 24, 2024) - Here, a special committee of the board supported a plan to liquidate the company�...

https://www.jdsupra.com/legalnews/chancery-clarifies-controlling-2624194/

DiDonato v. Campus Eye Management, LLC, C.A. No. 2023-0671-LWW (Del. Ch. Jan. 31, 2024) - In governance disputes among LLC constituencies, the operating agreement is the beginning and often end p...

https://www.jdsupra.com/legalnews/chancery-finds-amendment-to-llc-2793219/

Segway Inc. v. Hong Cai, C.A. No. 2022-1110-LWW (Del. Ch. Ct. Dec. 14, 2023) - The Caremark doctrine recognizes the duty of oversight for directors of Delaware corporations. Under In re McDonald'...

https://www.jdsupra.com/legalnews/chancery-confirms-bad-faith-pleading-2915074/

Paul v. Rockpoint Group LLC, C.A. 2018-0907-JTL (Del. Ch. Jan. 29, 2024) - This dispute arose from a disagreement over the authority of an appraiser to include legal assertions and extrinsic evid...

https://www.jdsupra.com/legalnews/chancery-decides-scope-of-expert-s-2807245/

In the wake of the tragic incident involving the collision of The Dali container ship with the Francis Scott Key Bridge in Baltimore, Maryland, which led to the bridge's collapse, there are numer...

https://www.jdsupra.com/legalnews/faqs-legal-guidance-for-families-7142123/

The topic of Artificial Intel­ligence dominated both the popular and professional land­scapes for the last year, exemplified by the release and subsequent downloads of the generative A.I. progr...

https://www.jdsupra.com/legalnews/a-i-enthusiasm-may-outpace-current-6447949/