MNAT http://www.mnat.com/blog/ Recent news en-us Sun, 30 Aug 2015 11:52:51 -0400 Tarik Haskins Named Fellow of the American Bar Foundation http://www.mnat.com/news/tarik-haskins-named-fellow-of-the-american-bar-foundation/ 2015-08-26 10:53:32 http://www.mnat.com/news/tarik-haskins-named-fellow-of-the-american-bar-foundation/ Trust Act 2015 Legislative Update http://www.mnat.com/blog/trust-act-2015-legislative-update/ On July 10, 2015, Delaware Governor Jack Markell signed Senate Bill 42 into law effective immediately, then on August 7, 2015, Governor Markell signed House Bill 164 into law effective as of August 1, 2015.  Those laws (collectively “Trust Act 2015”) provide many advancements in Delaware trust law. Settlors, beneficiaries and fiduciaries of trusts now have more tools and greater flexibility to accomplish their various objectives.  The Morris Nichols Trusts, Estates & Tax Group is pleased to share this Delaware legislative update with you.

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2015-08-26 08:50:42 http://www.mnat.com/blog/trust-act-2015-legislative-update/
Michael Houghton Joins Board of the Pete du Pont Freedom Award Foundation http://www.mnat.com/news/michael-houghton-joins-board-of-the-pete-du-pont-freedom-award-foundation/ 2015-08-25 11:52:19 http://www.mnat.com/news/michael-houghton-joins-board-of-the-pete-du-pont-freedom-award-foundation/ Upcoming Delaware Secretary of State Office Closure http://www.mnat.com/blog/upcoming-delaware-secretary-of-state-office-closure/ 2015-08-20 14:01:15 http://www.mnat.com/blog/upcoming-delaware-secretary-of-state-office-closure/ Lessons Learned from In re: El Paso Pipeline Partners, L.P. Derivative Litigation http://www.mnat.com/blog/lessons-learned-from-em-in-re-el-paso-pipeline-partners-l-p-derivative-litigation-em/ Practitioners do not need to throw out the carefully crafted partnership agreements used by master limited partnerships because of the recent decision by Vice Chancellor Laster in In re: El Paso Pipeline Partners, L.P. Derivative Litigation, C.A. No. 7141-VCL, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015).

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2015-08-20 00:00:00 http://www.mnat.com/blog/lessons-learned-from-em-in-re-el-paso-pipeline-partners-l-p-derivative-litigation-em/
30 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2016 http://www.mnat.com/news/30-morris-nichols-attorneys-listed-in-the-best-lawyers-in-america-2016/ 2015-08-17 00:00:00 http://www.mnat.com/news/30-morris-nichols-attorneys-listed-in-the-best-lawyers-in-america-2016/ Relationship Development in Today’s Law Firm http://www.mnat.com/blog/relationship-development-in-today-s-law-firm/ Law firms are in the business of relationships. Solid work product is important and legal results matter, but for the client to come back, it’s all about the experience they had and whether the relationship is one they want to continue to invest in.

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2015-08-14 11:05:06 http://www.mnat.com/blog/relationship-development-in-today-s-law-firm/
Eric Klinger-Wilensky Named to 2015 Delaware Business Times 40 Under 40 http://www.mnat.com/news/eric-klinger-wilensky-named-to-inaugural-delaware-business-times-40-under-40/ 2015-08-11 00:00:00 http://www.mnat.com/news/eric-klinger-wilensky-named-to-inaugural-delaware-business-times-40-under-40/ 2015 Amendments to the Delaware General Corporation Law http://www.mnat.com/blog/2015-amendments-to-the-delaware-general-corporation-law/ 2015-07-31 09:52:38 http://www.mnat.com/blog/2015-amendments-to-the-delaware-general-corporation-law/ Michael Houghton Quoted in BNA’s Daily Tax Report on Delaware Unclaimed Property Reform http://www.mnat.com/news/michael-houghton-quoted-in-bna-s-em-daily-tax-report-em-on-delaware-unclaimed-property-reform/ 2015-07-30 09:58:41 http://www.mnat.com/news/michael-houghton-quoted-in-bna-s-em-daily-tax-report-em-on-delaware-unclaimed-property-reform/ Examining the 2015 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes http://www.mnat.com/blog/examining-the-2015-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/ In its last session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (“DGCL”) and to three of Delaware’s four “alternative entity” statutes—the Delaware Limited Liability Company Act (“DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and the Delaware Revised Uniform Partnership Act (“DRUPA”). Gov. Jack Markell signed the bill into law June 24, 2015. Except as otherwise noted, all of the amendments are effective as of Aug. 1, 2015.

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2015-07-24 15:05:48 http://www.mnat.com/blog/examining-the-2015-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/
Governor Markell Signs Second Leg of Unclaimed Property Reform Legislation into Law http://www.mnat.com/blog/governor-markell-signs-second-leg-of-unclaimed-property-reform-legislation-into-law/ On July 22, 2015, Delaware Governor Jack Markell signed Senate Bill No. 141 into law. The bill was introduced in the Delaware State Senate on June 16, 2015 and passed the Delaware House in the early morning hours of July 1, 2015. The speed with which this legislation passed indicates that Delaware is serious about reforming its Unclaimed Property Program.

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2015-07-24 11:10:39 http://www.mnat.com/blog/governor-markell-signs-second-leg-of-unclaimed-property-reform-legislation-into-law/
ABA Appoints Eric Klinger-Wilensky to Business Law Section Envoy Program http://www.mnat.com/news/aba-appoints-eric-s-klinger-wilensky-to-business-law-section-envoy-program/ 2015-07-15 15:59:23 http://www.mnat.com/news/aba-appoints-eric-s-klinger-wilensky-to-business-law-section-envoy-program/ Todd Flubacher Named an Accredited Estate Planner® Designee http://www.mnat.com/news/todd-flubacher-named-an-accredited-estate-planner-designee/ 2015-07-15 00:00:00 http://www.mnat.com/news/todd-flubacher-named-an-accredited-estate-planner-designee/ Delaware Court of Chancery Awards Less Than Merger Price in Appraisal Proceeding http://www.mnat.com/blog/delaware-court-of-chancery-awards-less-than-merger-price-in-appraisal-proceeding/ In a decision consistent with the outcome of a number of recent appraisal cases, the Delaware Court of Chancery in LongPath Capital, LLC v. Ramtron International Corp. relied on the negotiated merger price as the best evidence of “fair value” for purposes of Section 262 of the Delaware General Corporation Law.  And, in the most noteworthy portion of the decision, the Court took the additional step of deducting merger related synergies from the merger price to determine fair value.

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2015-07-09 16:26:37 http://www.mnat.com/blog/delaware-court-of-chancery-awards-less-than-merger-price-in-appraisal-proceeding/
Second Leg of Unclaimed Property Reform Legislation Passed by the Delaware Legislature http://www.mnat.com/blog/second-leg-of-unclaimed-property-reform-legislation-passed-by-the-delaware-legislature-/ On June 16, 2015, Senate Bill No. 141 was introduced in the Delaware State Senate.  In the early morning hours of July 1, 2015 (with the Delaware “legislative calendar” still reading June 30, 2015) this legislation, which had already passed the State Senate, passed the Delaware House and awaits Governor Jack Markell’s signature.  The speed with which this legislation passed indicates that Delaware is serious about reforming its Unclaimed Property Program.

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2015-07-01 09:00:00 http://www.mnat.com/blog/second-leg-of-unclaimed-property-reform-legislation-passed-by-the-delaware-legislature-/
The Death of the Dead-Hand Poison Put? http://www.mnat.com/blog/the-death-of-the-dead-hand-poison-put/ Morris Nichols attorneys Bill Lafferty, John DiTomo and Mac Measly contributed this article on the Delaware Court of Chancery ruling in Healthways II concerning a so-called “dead hand proxy put” provision in a credit agreement. The authors discuss proxy put trends, the history of the case and practical implications.

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2015-06-30 14:39:02 http://www.mnat.com/blog/the-death-of-the-dead-hand-poison-put/
Morris Nichols Recognized at 2015 Turnaround Atlas Awards http://www.mnat.com/news/morris-nichols-recognized-at-2015-turnaround-atlas-awards/ 2015-06-27 00:00:00 http://www.mnat.com/news/morris-nichols-recognized-at-2015-turnaround-atlas-awards/ Delaware Public Policy Institute Elects Michael Houghton to Board of Trustees http://www.mnat.com/news/delaware-public-policy-institute-elects-michael-houghton-to-board-of-trustees/ 2015-06-19 00:00:00 http://www.mnat.com/news/delaware-public-policy-institute-elects-michael-houghton-to-board-of-trustees/ IAM Patent 1000 2015 Ranks Morris Nichols a “Gold” Firm in Delaware http://www.mnat.com/news/iiam-patent-1000i-2015-ranks-morris-nichols-a-gold-firm-in-delaware/ 2015-06-18 09:46:35 http://www.mnat.com/news/iiam-patent-1000i-2015-ranks-morris-nichols-a-gold-firm-in-delaware/ Greg Werkheiser Moderates ABI Discussion of Supreme Court’s Ruling in Baker Botts LLP v. ASARCO LLC http://www.mnat.com/news/greg-werkheiser-moderates-abi-discussion-of-supreme-courts-ruling-in-baker-botts-llp-v-asarco-llc/ 2015-06-18 00:00:00 http://www.mnat.com/news/greg-werkheiser-moderates-abi-discussion-of-supreme-courts-ruling-in-baker-botts-llp-v-asarco-llc/ Using Financial Advisor Engagement Letters to Vet Potential Conflicts of Interest http://www.mnat.com/blog/using-financial-advisor-engagement-letters-to-vet-potential-conflicts-of-interest/ Financial advisors often are selected by a board of directors (or committee thereof) to advise on a strategic review process because of their role as brokers in the market and their ability to generate transactional activity. Of course, that role and ability is dependent upon relationships with potential counterparties to a transaction. Because financial advisors are hired in part to exploit their relationships with potential counterparties, inevitably conflicts of interest will arise. Delaware law clearly permits directors to make a decision that the benefits of engaging a particular financial advisor (including, in many cases, that financial advisor’s contacts in the market or particular industry) outweigh any potential detriments arising from potential conflicts of interest. That decision, however, must be fully informed.

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2015-06-17 09:36:52 http://www.mnat.com/blog/using-financial-advisor-engagement-letters-to-vet-potential-conflicts-of-interest/
Pleading Direct Patent Infringement Without Form 18 http://www.mnat.com/blog/pleading-direct-patent-infringement-without-form-18/ The way plaintiffs plead direct patent infringement may be about to change. Currently, the use of Form 18 suffices to plead a claim of direct patent infringement, despite what many courts and commentators believe is insufficient factual information required by that form. Recognizing that deficiency, the Federal Rules Advisory Committee recently submitted a proposal to the U.S. Supreme Court to abolish Form 18. The Supreme Court adopted that change on April 29, 2015.

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2015-06-16 12:11:09 http://www.mnat.com/blog/pleading-direct-patent-infringement-without-form-18/
Second Leg of Unclaimed Property Reform Legislation Introduced in Delaware Senate http://www.mnat.com/blog/second-leg-of-unclaimed-property-reform-legislation-introduced-in-delaware-senate/ On June 16, 2015, Senate Bill No. 141 was introduced in the Delaware State Senate.  This bill proposes what may well be the most important statutory changes ever made to the existing Delaware Unclaimed Property Program.  The second of two bills introduced this legislative session, Senate Bill No. 141 incorporates a number of the recommendations of a Legislative Task Force established by the Delaware General Assembly in 2014 to review and make recommendations to improve fairness and foster compliance with Delaware’s Unclaimed Property Program.

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2015-06-16 11:53:05 http://www.mnat.com/blog/second-leg-of-unclaimed-property-reform-legislation-introduced-in-delaware-senate/
Greg Werkheiser Quoted in BNA’s Bankruptcy Law Reporter on ASARCO Decision http://www.mnat.com/news/greg-werkheiser-quoted-in-embnas-bankruptcy-law-reporterem-on-asarco-decision/ 2015-06-15 00:00:00 http://www.mnat.com/news/greg-werkheiser-quoted-in-embnas-bankruptcy-law-reporterem-on-asarco-decision/ Eric Klinger-Wilensky Quoted in The Deal on Engagement Letters http://www.mnat.com/news/eric-klingerwilensky-quoted-in-ithe-deali-on-engagement-letters/ 2015-06-12 00:00:00 http://www.mnat.com/news/eric-klingerwilensky-quoted-in-ithe-deali-on-engagement-letters/ Lawdragon Names Bill Lafferty Among 500 Leading Lawyers in America http://www.mnat.com/news/lawdragon-names-bill-lafferty-among-500-leading-lawyers-in-america/ 2015-06-08 00:00:00 http://www.mnat.com/news/lawdragon-names-bill-lafferty-among-500-leading-lawyers-in-america/ Who’s Who Legal: Patents 2015 Recognizes Four Morris Nichols Partners http://www.mnat.com/news/i-who-s-who-legal-patents-2015-i-recognizes-four-morris-nichols-partners/ 2015-06-06 00:00:00 http://www.mnat.com/news/i-who-s-who-legal-patents-2015-i-recognizes-four-morris-nichols-partners/ The Legal 500 Ranks Morris Nichols as a Leading M&A Firm in the United States http://www.mnat.com/news/em-the-legal-500-em-ranks-morris-nichols-as-a-leading-m-a-firm-in-the-united-states/ 2015-06-03 00:00:00 http://www.mnat.com/news/em-the-legal-500-em-ranks-morris-nichols-as-a-leading-m-a-firm-in-the-united-states/ Enforcing a Private Company Indemnity Regime http://www.mnat.com/blog/enforcing-a-private-company-indemnity-regime/ Whether a private company acquisition is structured as a stock sale or a merger, the parties will often include in their deals provisions that specify when a buyer can bring claims for breach of representations. These provisions often take the form of highly negotiated indemnification provisions in the deal documents. In a stock sale, the sellers are party to the agreement, so that they are directly bound by the indemnity provisions. That is not the case, however, in a merger; under Delaware law, the selling stockholders are not required to be a party to the merger agreement. Thus, it is important to consider how the indemnification regime will be enforced against stockholders of the seller corporation in a private corporation acquisition structured as a merger.

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2015-06-01 11:22:40 http://www.mnat.com/blog/enforcing-a-private-company-indemnity-regime/
What Distressed Cos. Can Take Away from Quadrant v. Vertin http://www.mnat.com/blog/what-distressed-cos-can-take-away-from-em-quadrant-v-vertin-em/ On May 4, 2015, the Delaware Court of Chancery issued an opinion in Quadrant Structured Products Co. Ltd. v. Vertin that provides important guidance to those counseling distressed Delaware corporations and their stakeholders. The issue in Vertin was whether a creditor suing derivatively on behalf of an insolvent corporation loses standing to maintain that lawsuit if the corporation becomes solvent while the lawsuit is pending. In a matter of first impression, the Court of Chancery held that the creditor does not lose standing, but rather standing is determined as of the date the suit was filed.

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2015-05-28 15:42:33 http://www.mnat.com/blog/what-distressed-cos-can-take-away-from-em-quadrant-v-vertin-em/
Managing Intellectual Property Recognizes Morris Nichols in 2015 IP Stars Guide http://www.mnat.com/news/managing-intellectual-property-recognizes-morris-nichols-in-2015-ip-stars-guide/ 2015-05-27 15:29:20 http://www.mnat.com/news/managing-intellectual-property-recognizes-morris-nichols-in-2015-ip-stars-guide/ Third Circuit Holds Structured Dismissal Deviating from Bankruptcy Code Priority Scheme May Be Utilized in Appropriate Circumstances http://www.mnat.com/blog/third-circuit-holds-structured-dismissal-deviating-from-bankruptcy-code-priority-scheme-may-be-utilized-in-appropriate-circumstances/ On May 21, 2015, the United States Court of Appeals for the Third Circuit answered the long-asked question of whether structured dismissals are permissible under the Bankruptcy Code with a resounding yes.  In so ruling, the Third Circuit stated: “[W]e believe the Code permits a structured dismissal, even one that deviates from the § 507 priorities, when a bankruptcy judge makes sound findings of fact that the traditional routes out of Chapter 11 are unavailable and the settlement is the best feasible way of serving the interests of the estate and its creditors.”  The opinion provides much awaited guidance on the availability of structured dismissals as a mechanism to conclude a case.

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2015-05-26 15:43:54 http://www.mnat.com/blog/third-circuit-holds-structured-dismissal-deviating-from-bankruptcy-code-priority-scheme-may-be-utilized-in-appropriate-circumstances/
Two Morris Nichols Attorneys Announced As Winners of the 6th Annual 40 Under 40 Emerging Leader Awards http://www.mnat.com/news/two-morris-nichols-attorneys-announced-as-winners-of-the-6th-annual-40-under-40-emerging-leader-awards/ 2015-05-21 13:01:01 http://www.mnat.com/news/two-morris-nichols-attorneys-announced-as-winners-of-the-6th-annual-40-under-40-emerging-leader-awards/ Chambers USA 2015 Ranks 23 Morris Nichols Attorneys and 4 Practice Groups Among the Best in Delaware http://www.mnat.com/news/chambers-usa-2015-ranks-23-morris-nichols-attorneys-and-4-practice-groups-among-the-best-in-delaware/ 2015-05-19 00:00:00 http://www.mnat.com/news/chambers-usa-2015-ranks-23-morris-nichols-attorneys-and-4-practice-groups-among-the-best-in-delaware/ Delaware Supreme Court Issues Important Opinion on Interested Transactions http://www.mnat.com/blog/delaware-supreme-court-issues-important-opinion-on-interested-transactions/ In an opinion on a consolidated appeal in In re Cornerstone Therapeutics Inc. Stockholder Litigation and Leal v. Meeks, the Delaware Supreme Court held that, regardless of the underlying standard of review (including in interested transactions subject to entire fairness review), a claim solely for monetary damages against a facially independent director of a corporation with an exculpatory charter provision will be dismissed unless a plaintiff has alleged facts to support a non-exculpated claim with respect to that director.  The Supreme Court clarified that its prior decisions in Emerald Partners v. Berlin, which many practitioners and some members of the Court of Chancery had interpreted as requiring that claims against all directors challenging a transaction to which the entire fairness standard applied survive a motion to dismiss, did not control the specific question at issue in the appeals.  Morris Nichols represented the appellants in Leal v. Meeks.

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2015-05-15 14:27:32 http://www.mnat.com/blog/delaware-supreme-court-issues-important-opinion-on-interested-transactions/
16 Morris Nichols Attorneys Selected for Inclusion in 2015 Delaware Super Lawyers http://www.mnat.com/news/16-morris-nichols-attorneys-selected-for-inclusion-in-2015-delaware-super-lawyers/ 2015-05-15 00:00:00 http://www.mnat.com/news/16-morris-nichols-attorneys-selected-for-inclusion-in-2015-delaware-super-lawyers/ Court of Chancery Approves Settlement of Stockholder Challenge to “Dead Hand Proxy Put” and Offers Important Guidance on Prior Ruling http://www.mnat.com/blog/court-of-chancery-approves-settlement-of-stockholder-challenge-to-dead-hand-proxy-put-and-offers-important-guidance-on-prior-ruling/ In approving a settlement of a stockholder class action challenging a so-called “dead hand proxy put” provision in a credit agreement between Healthways, Inc. and SunTrust Bank, Vice Chancellor J. Travis Laster provided important guidance regarding his prior ruling in the same case denying defendants’ motions to dismiss – a decision which he stated “was probably one of the more frequently misrepresented or misunderstood rulings of mine.”  See Pontiac Gen. Employees Retirement Syst. v. Ballantine, C.A. No. 9789-VCL (Del. Ch. May 8, 2015).  In explaining his prior ruling, Vice Chancellor Laster sought to dispel what he characterized as “an alarmist view that liability, in fact, was established” by his prior ruling.

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2015-05-14 14:28:11 http://www.mnat.com/blog/court-of-chancery-approves-settlement-of-stockholder-challenge-to-dead-hand-proxy-put-and-offers-important-guidance-on-prior-ruling/
Strategic M&A Involving Public Companies http://www.mnat.com/blog/strategic-m-a-involving-public-companies2/ R.J. Scaggs participated in the panel discussion “Strategic M&A Involving Public Companies” at the 3rd Annual Midwestern M&A/Private Equity Forum in Chicago on May 13, 2015.

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2015-05-13 10:43:35 http://www.mnat.com/blog/strategic-m-a-involving-public-companies2/
Delaware Bankruptcy Court Reins in Hold-Out Leverage http://www.mnat.com/blog/delaware-bankruptcy-court-reins-in-hold-out-leverage/ In a case of first impression, Chief Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware ruled on Dec. 18, 2014, that Delaware corporate law’s “entire fairness” test, which is utilized to evaluate self-dealing transactions, is inapplicable to the Bankruptcy Code’s requirement that a plan be “proposed ... not by any means forbidden by law” under § 1129(a)(3) in connection with a consensual reorganization plan.

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2015-05-12 11:35:37 http://www.mnat.com/blog/delaware-bankruptcy-court-reins-in-hold-out-leverage/