Delaware Business Litigation Report

Delaware Business Litigation Report

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Morris James LLP Welcomes New Attorney Meghan A. Adams

Posted in News
Adams_4X6 (2)July 8, 2014 Morris James LLP is pleased to announce that Meghan A. Adams has joined the Firm’s Wilmington office as an associate in its Business Litigation Group. Her practice will focus on Corporate and Commercial Litigation. Ms. Adams’ experience includes stockholder litigation, corporate governance, officer and director fiduciary obligations and the resolution of limited … Continue Reading

Thomas E. Hanson, Jr. Presented DuPont MCN Torchbearer Award

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54The DuPont Minority Counsel Network awarded Morris James partner, Thomas E. Hanson, Jr., the 2014 Hinton J. Lucas, Jr. Torchbearer Award at its annual conference held in Atlanta from June 25-27, 2014. The award is named for DuPont’s retired Vice President and Assistant General Counsel, Hinton J Lucas, Jr., who is known for his many … Continue Reading

New ANDA Litigation Book

Posted in News
Kenneth L. Dorsney Is Editor-In-Chief and a Co-Author of a New ANDA Litigation Book Published by the American Bar Association The recently released book, ANDA Litigation, provides both a ready roadmap for novice litigators in the field as well as more detailed material and strategy to assist the more experienced ANDA litigator. The first part … Continue Reading

2012 Federal Trial Practice Seminar: An Introduction to Federal Practice in the District of Delaware

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The Delaware Chapter of the Federal Bar Association, in conjunction with the United States District Court for the District of Delaware, is pleased to announce another exciting new initiative.  On the evenings of Thursday, May 17 and Thursday, May 31, 2012, from 5:00 to 7:30 p.m., the District Court and FBA will sponsor a two-night … Continue Reading

Unliquidated Derivative Claims Continue to Have Little Value

Posted in Case Summaries, Derivative Claims, Directors, M&A, News
This article was original published in The Delaware Business Court Insider | 2011-07-06 On May 31, Vice Chancellor Leo E. Strine Jr. issued an opinion denying a motion for preliminary injunction to halt a merger between Massey Energy Company and an affiliate of Alpha Natural Resources Inc. One of the critical issues in the opinion … Continue Reading

Lewis Lazarus Authors Article on Plaintiffs’ Pleading Burden in the Court of Chancery

Posted in Case Summaries, Controlling Stockholder, Directors, Fiduciary Duty, M&A, News
Lewis H. Lazarus This article was originally published in the Delaware Business Court Insider | June 15, 2011 A plaintiff who pleads successfully that a transaction under attack is governed by the entire fairness standard of review instead of business judgment generally stands a good chance of defeating the defendant’s motion to dismiss.  That is … Continue Reading

Chancery Decisions Highlight Importance of Independent and Disinterested Directors in Company Sale Transactions

Posted in Directors, News
Lewis H. Lazarus This article was originally published in the Delaware Business Court Insider | May 25, 2011   Two recent decisions from the Court of Chancery — In re Orchid Cellmark Inc. Shareholders Litigation and In re Answers Corp. Shareholders Litigation — illustrate how parties may reduce deal risk by ensuring that the directors … Continue Reading

Delaware’s Complex Civil Litigation Court: One Year Later

Posted in Case Summaries, Discovery, News
Edward M. McNally This article was originally published in the Delaware Business Court Insider | May 18, 2011 On May 1, 2010, the Delaware Superior Court established a specialized "division" within that court to handle business disputes, known as the "Complex Civil Litigation Division" (or "CCLD"). The CCLD complements the Court of Chancery by offering … Continue Reading

The Viability of the Disclosure Only Settlement

Posted in M&A, News
This article was originally published in the Delaware Business Court Insider | May 11, 2011   For corporations facing stockholder litigation challenging a proposed business combination, negotiating a settlement in which the corporation agrees to provide additional disclosures without any increased consideration can be an efficient means of avoiding the risk of litigation.  The benefit … Continue Reading

‘Material Adverse Change’ Clauses Protect Against Loss of Customers and Suppliers

Posted in Case Summaries, M&A, News
In an article titled 'Material Adverse Change' Clauses Protect Against Loss of Customers and Suppliers recently published in Westlaw Journal Delaware-Corporate, Lewis H. Lazarus and Jason C. Jowers discuss the need for transactional and litigation attorneys who negotiate or litigate material adverse change clauses to focus on the particular language at issue as differences in phrasing could affect whether a seller is protected from a buyer's claim of breach… Continue Reading

Ignoring Chancery Court’s Guidance on How to Act in Merger Transactions Could Jeopardize Deals

Posted in Case Summaries, M&A, News
Lewis H. Lazarus This article was originally published in the Delaware Business Court Insider | May 04, 2011 The Delaware Court of Chancery, mindful of its role as a pre-eminent business court, works hard to communicate its expectations of officers and directors and their advisers.  That facilitates predictability.  Companies can be bought or sold with … Continue Reading

The Song of Preferred Stockholders: ‘You Get What You Asked for, Not What You Need’

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Edward M. McNally This article was originally published in the Delaware Business Court Insider | April 27, 2011. For a number of years, private equity investors bought preferred stock as their investment vehicle. That this stock was considered equity rather than debt made it particularly desirable for startup companies that need to conserve their borrowing … Continue Reading

Multi-Jurisdictional Litigation a Rich Vein of Issues for Chancery Court

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Peter B. Ladig This article was originally published in the Delaware Business Court Insider | April 20, 2011. Settlements of multi-jurisdictional stockholder litigation challenging corporate transactions raise logistical and other issues for reviewing courts including the proper allocation of fees between and among competing plaintiffs.   Chancellor William B. Chandler III in In re Allion Healthcare … Continue Reading

Are Directors Vulnerable for Lack of Oversight When a Natural Disaster Strikes?

Posted in News
Edward M. McNally This article was originally published in the Delaware Business Court Insider | April 06, 2011   The recent events in Japan prompt the question of whether the members of a corporation’s board of directors have any exposure to liability when a natural disaster strikes their company. The potential claim would be that … Continue Reading

Ed McNally to Serve as Panelist for Webinar on LLC Operating Agreements on December 15, 2010

Posted in News
Ed McNally will be a panel member for a live 90-minute webinar program entitled LLC Operating Agreements – Crafting Provisions on Fiduciary Duties, Indemnification and Exculpation to Minimize Business  Disputes  on  Wednesday,  December 15, 2010 at 1:00 p.m. Eastern Time.  Sponsored by the Legal Publishing Group of Strafford Publications, the webinar will include an interactive … Continue Reading

Morris James LLP is Named a “Go-To Law Firm” for the Nation’s Fortune 500 Companies

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Recognizing the firm’s strength in intellectual property litigation, Corporate Counsel magazine has named Morris James a “Go-To Law Firm for the Top 500 Companies.”  Go-To Law Firms are chosen from an American Lawyer Media national survey of general counsel from the top Fortune 500 companies and through research in various key databases.  The firm’s recognition … Continue Reading

Four Morris James Attorneys Selected By Their Peers As “Top Lawyers” In Delaware Today Magazine

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Morris James is pleased to congratulate the lawyers listed below who were the most recommended by their professional peers, as determined by a Delaware Today survey of Delaware attorneys. Gretchen S. Knight Divorce Family Law Mary M. Culley Elder Law Keith E. Donovan Personal Injury (Dover Office) Jill S. Di Sciullo Family Law To view … Continue Reading

Morris James LLP Receives “Award of Excellence” From The Marvin S. Gilman Superstars in Business Awards Sponsored by the DSCC

Posted in News
We are very pleased to receive this honor from the Delaware State Chamber of Commerce," said David H. Williams, Managing Partner of Morris James LLP, "Our firm is deeply rooted in Delaware and we are committed to providing our community with top-tier legal services.” The Marvin S. Gilman Superstars in Business Award, named for one … Continue Reading