MNAT http://www.mnat.com/blog/ Recent Posts en-us Wed, 27 May 2015 03:37:19 -0400 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/
Effective Communication Styles for Women Attorneys http://www.mnat.com/blog/effective-communication-styles-for-women-attorneys/ In cooperation with the American Intellectual Property Law Association, Morris Nichols hosted a networking event and dinner in Wilmington, Del. as part of the 2015 Women in Intellectual Property Global Networking Event on May 21, 2015.  Morris Nichols partner Karen Jacobs moderated the panel discussion “Effective Communication Styles for Women Attorneys” featuring The Honorable Mary Pat Thynge, The Honorable Sherry R. Fallon, Tara D. Elliott of Wilmer Hale, and Patricia S. Rogowski of Panitch Schwarze.

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2015-05-21 10:41:48 http://www.mnat.com/blog/effective-communication-styles-for-women-attorneys/
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/
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/
Trust Decanting: Flexibility and Danger: Achieving Tax Benefits, Revising Fiduciary Powers, and Mitigating Trustee Liability http://www.mnat.com/blog/trust-decanting-flexibility-and-danger-achieving-tax-benefits-revising-fiduciary-powers-and-mitigating-trustee-liability/ On May 12, 2015, Strafford hosted a webinar on “Trust Decanting: Flexibility and Danger: Achieving Tax Benefits, Revising Fiduciary Powers, and Mitigating Trustee Liability.” Morris Nichols partner Todd A. Flubacher and co-faculty Meryl G. Finkelstein of Norton Rose Fulbright discussed benefits of decanting, common law and state decanting statutes, common pitfalls, and best practice strategies, and ethical considerations.

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2015-05-12 10:44:57 http://www.mnat.com/blog/trust-decanting-flexibility-and-danger-achieving-tax-benefits-revising-fiduciary-powers-and-mitigating-trustee-liability/
Delaware Court of Chancery Issues Significant Opinion on Corporate Creditors; Addresses Fiduciary Duties, Standing, and Measure of Insolvency http://www.mnat.com/blog/delaware-court-of-chancery-issues-significant-opinion-on-corporate-creditors-addresses-fiduciary-duties-standing-and-measure-of-insolvency/ In an opinion issued on May 4, 2015, Quadrant Structured Products Co., Ltd. v. Vertin, the Court of Chancery provided important guidance to distressed Delaware corporations and their creditors.  Among other things, the Court (i) summarized directors’ fiduciary duty to creditors, (ii) held that a creditor has standing to bring a derivative suit if the corporation is insolvent at the commencement of the suit, even if the corporation subsequently becomes solvent, and rejected an “irretrievably insolvent” element to establishing insolvency for standing purposes and (iii) discussed the measure of “assets” for purposes of determining solvency under the balance sheet test.

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2015-05-08 14:24:24 http://www.mnat.com/blog/delaware-court-of-chancery-issues-significant-opinion-on-corporate-creditors-addresses-fiduciary-duties-standing-and-measure-of-insolvency/
Master's Final Reports in Mennen v. Wilmington Trust http://www.mnat.com/blog/masters-final-reports-in-mennen-v-wilmington-trust/ Two Master’s Final Reports were issued in Mennen v. Wilmington Trust Company on April 24, 2015. As a courtesy to our clients and friends, below please find analysis of both reports.

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2015-05-07 14:45:55 http://www.mnat.com/blog/masters-final-reports-in-mennen-v-wilmington-trust/
CSC Delaware Seminar Series: Interview with Chancellor Bouchard http://www.mnat.com/blog/csc-delaware-seminar-series-interview-with-chancellor-bouchard/ On May 1, 2015, the Corporation Service Company hosted an exclusive conversation with Andre G. Bouchard, Chancellor, Delaware Court of Chancery.  Morris Nichols partner John P. DiTomo moderated the breakfast program which was developed jointly with the State of Delaware.

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2015-05-01 10:47:14 http://www.mnat.com/blog/csc-delaware-seminar-series-interview-with-chancellor-bouchard/
Court of Chancery Finds Committee Did Not Believe Dropdown Transaction Was in the Best Interests of MLP http://www.mnat.com/blog/court-of-chancery-finds-committee-did-not-believe-dropdown-transaction-was-in-the-best-interests-of-mlp/ On Apr. 20, 2015, the Court of Chancery issued its opinion after trial in the El Paso Pipeline Partners L.P. derivative litigation.  Plaintiffs challenged a “dropdown” transaction whereby the parent corporation (“Parent”) in a master limited partnership (“MLP”) structure sold interests in two of its subsidiaries to the limited partnership (“El Paso MLP”), and the Court found that the general partner, in engaging in the transaction with Parent, had violated the El Paso MLP limited partnership agreement.  The Court held that a committee of independent members of the general partner’s board (the “Committee”) who approved the transaction (i.e., giving “special approval” in the terminology of the limited partnership agreement) failed to form the requisite subjective belief that the dropdown transaction was in the best interests of El Paso MLP.  The opinion closely examined the Committee’s process and offers important lessons to conflicts committees and their advisors both as to the process and as to the appropriate factors that a committee should consider in approving or disapproving a dropdown transaction for an MLP. 

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2015-04-22 14:25:21 http://www.mnat.com/blog/court-of-chancery-finds-committee-did-not-believe-dropdown-transaction-was-in-the-best-interests-of-mlp/
Amendments to the DGCL Remove Obstacles to Adoption of Public Benefit Status http://www.mnat.com/blog/amendments-to-the-dgcl-remove-obstacles-to-adoption-of-public-benefit-status/ On April 2, 2015, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law which, if approved by the Executive Committee of the DSBA, will be proposed to the state legislature in the current session. Those amendments include important changes to Subchapter XV of Title 8, which governs public benefit corporations (‘‘PBCs’’). Subchapter XV was initially adopted in 2013. Since that adoption, 265 Delaware corporations have chosen to become PBCs.

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2015-04-17 11:46:28 http://www.mnat.com/blog/amendments-to-the-dgcl-remove-obstacles-to-adoption-of-public-benefit-status/
Should Delaware Dictate Corporate Conduct?—Effects of Recent Delaware Decisions on Everything from Third-Party Liability to Choice of Forum http://www.mnat.com/blog/should-delaware-dictate-corporate-conduct-effects-of-recent-delaware-decisions-on-everything-from-third-party-liability-to-choice-of-forum/ Morris Nichols partner William M. Lafferty spoke on the panel “Should Delaware Dictate Corporate Conduct?—Effects of Recent Delaware Decisions on Everything from Third-Party Liability to Choice of Forum” at the ABA Section of Litigation Annual Conference on April 17 in New Orleans, La.  The program examined the implications of recent Delaware decisions in merger litigation, focusing on third-party liability, forum selection, and fee-shifting.

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2015-04-17 11:00:01 http://www.mnat.com/blog/should-delaware-dictate-corporate-conduct-effects-of-recent-delaware-decisions-on-everything-from-third-party-liability-to-choice-of-forum/
Designing the Process for Resolution of Post-Merger & Acquisition Disputes http://www.mnat.com/blog/designing-the-process-for-resolution-of-post-merger-acquisition-disputes/ Morris Nichols partner Melissa DiVincenzo served as a panelist in the Dispute Resolution Committee session on “Designing the Process for Resolution of Post-Merger & Acquisition Disputes.”  The program took place on April 17 at the ABA Business Law Section 2015 Spring Meeting in San Francisco.

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2015-04-17 10:51:50 http://www.mnat.com/blog/designing-the-process-for-resolution-of-post-merger-acquisition-disputes/
Strategies for Recent IP Developments: Patentability 101 and AIA Effects on Litigation http://www.mnat.com/blog/strategies-for-recent-ip-developments-patentability-101-and-aia-effects-on-litigation/ Morris Nichols partner Julie Heaney and attorney Jennifer Ying joined Comcast Corporation Assistant General Counsel George Medlock in a panel discussion on “Strategies for Recent IP Developments: Patentability 101 and AIA Effects on Litigation” in a program hosted by ACC’s Greater Philadelphia Delaware Valley chapter in Wilmington, Del. on April 14, 2015. The panel reviewed recent cases and analyzed trends in the law of patentable subject matter, and the potential implications on both valuation and litigation of patents.  They also explored strategies to deal with the effects of the America Invents Act (“AIA”) on district court litigation.

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2015-04-14 11:01:54 http://www.mnat.com/blog/strategies-for-recent-ip-developments-patentability-101-and-aia-effects-on-litigation/
It Doesn’t Always Come Down to the Highest Dollar: Delaware Court of Chancery Upholds Board’s Decision Not to Engage in Discussions with Topping Bidder in In Re Family Dollar, Inc. Stockholder Litigation http://www.mnat.com/blog/it-doesn-t-always-come-down-to-the-highest-dollar-delaware-court-of-chancery-upholds-board-s-decision-not-to-engage-in-discussions-with-topping-bidder-in-in-re-family-dollar-inc-stockholder-litigation/ Morris Nichols partner Patricia O. Vella and associate Elizabeth A. Hecker “present a fascinating analysis of the intersection between antitrust, attorney-client privilege, and Delaware corporate law” in this article on In Re Family Dollar, Inc. Stockholder Litigation, a case involving the long-running takeover battle for Family Dollar Stores, Inc.

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2015-04-01 17:20:15 http://www.mnat.com/blog/it-doesn-t-always-come-down-to-the-highest-dollar-delaware-court-of-chancery-upholds-board-s-decision-not-to-engage-in-discussions-with-topping-bidder-in-in-re-family-dollar-inc-stockholder-litigation/
Proposed Delaware Amendments http://www.mnat.com/blog/proposed-delaware-amendments/ Proposed amendments to the Delaware General Corporation Law would expressly authorize forum selection charter and bylaw provisions and generally prohibit “fee-shifting” charter and bylaw provisions for stock corporations. The proposed amendments also would provide a “de minimis” exception to the availability of appraisal rights in certain mergers and permit a corporation to stop the accrual of interest on an appraisal claim through a voluntary advance payment.

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2015-04-01 13:30:25 http://www.mnat.com/blog/proposed-delaware-amendments/
Financial Advisor Engagement Letters: Post-Rural/Metro Thoughts and Observations http://www.mnat.com/blog/financial-advisor-engagement-letters-post-rural-metro-thoughts-and-observations/ Much ink has been spilled discussing the factual and legal underpinnings of the Court of Chancery’s opinions in the Rural/Metro litigation. It seems the phrase “in doing so, they function as a gatekeeper” has attracted more attention over the past year than any other phrase in a Delaware opinion since “the directors of Trans Union breached their fiduciary duty” in Van Gorkom. This article does not add to that interesting discussion. Instead of debating the merits of the outcome in Rural/Metro, this article begins from that outcome and contains our thoughts on the drafting and implementation of financial advisor engagement letters in a post-Rural/Metro world.

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2015-04-01 11:35:05 http://www.mnat.com/blog/financial-advisor-engagement-letters-post-rural-metro-thoughts-and-observations/
Responding to Demands for Books and Records: Perspectives on Section 220 of the Delaware Code http://www.mnat.com/blog/responding-to-demands-for-books-and-records-perspectives-on-section-220-of-the-delaware-code/ Morris Nichols partner William M. Lafferty served as a panelist in the session on “Responding to Demands for Books and Records: Perspectives on Section 220 of the Delaware Code” on May 1 at the 35th Annual Ray Garrett Jr. Corporate and Securities Law Institute in Chicago. The panel discussed attorney-client privilege, fiduciary duty, the “credible evidence” standard, and demands for documents.

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2015-04-01 10:49:47 http://www.mnat.com/blog/responding-to-demands-for-books-and-records-perspectives-on-section-220-of-the-delaware-code/
Delaware Supreme Court Affirms Court of Chancery’s Dismissal of Claim Relating to Alleged Violation of Stock Incentive Plan http://www.mnat.com/blog/delaware-supreme-court-affirms-court-of-chancery-s-dismissal-of-claim-relating-to-alleged-violation-of-stock-incentive-plan/ In an order issued on March 6, 2015 in Friedman v. Khosrowshahi, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a breach of fiduciary claim relating to an alleged violation of Expedia’s stock incentive plan.  The Supreme Court upheld the Court of Chancery’s finding that the complaint failed to allege any violation of the Plan because (1) the board acted on a reasonable interpretation of the Plan’s terms and (2) to the extent the terms of the Plan were ambiguous, the Plan expressly gave the board authority to resolve any ambiguity.

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2015-03-30 14:29:21 http://www.mnat.com/blog/delaware-supreme-court-affirms-court-of-chancery-s-dismissal-of-claim-relating-to-alleged-violation-of-stock-incentive-plan/
Court Declines to Dismiss Constitutional Challenge to Delaware’s Unclaimed Property Law http://www.mnat.com/blog/court-declines-to-dismiss-constitutional-challenge-to-delaware-s-unclaimed-property-law/ On March 11, 2015, the United States District Court for the District of Delaware issued an opinion and order denying, in large part, the State of Delaware’s motion to dismiss a lawsuit challenging, on federal constitutional grounds, Delaware’s methodology for determining unclaimed property liability for periods in which the holder’s records are insufficient to determine the actual amounts due.  In Temple-Inland, Inc. v. Cook, Temple-Inland filed suit against the State of Delaware’s Secretary of Finance, State Escheator and Audit Manager challenging the constitutionality of Delaware’s use of a statistical model to extrapolate and estimate the company’s unclaimed property liability for periods where the company lacked adequate records.  Ruling on the State’s motion to dismiss the complaint and Temple-Inland’s cross motion for summary judgment, the Court sided with the State on Temple-Inland’s federal preemption claim, finding that the U.S. Supreme Court precedents cited by Temple-Inland apply only to disputes between states and not between a private party and a state.  Addressing Temple-Inland’s remaining claims, the Court denied both the State’s motion to dismiss and Temple-Inland’s motion for summary judgment, stating that the Court would benefit from a more complete factual record.  As a result, Temple-Inland will be permitted to proceed with its claims that the State’s methodology for extrapolating and estimating unclaimed property liability violates substantive due process under the Fourteenth Amendment and the Ex Post Facto, Takings, Commerce and Full Faith and Credit Clauses of the United States Constitution.

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2015-03-16 14:26:10 http://www.mnat.com/blog/court-declines-to-dismiss-constitutional-challenge-to-delaware-s-unclaimed-property-law/
Red & Black: Bankruptcy and Class Actions http://www.mnat.com/blog/red-black-bankruptcy-and-class-actions/ On March 11, Donna L. Culver spoke on the panel, “Red & Black: Bankruptcy and Class Actions” at the UPPO 2015 conference in Orlando, Fla.

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2015-03-11 11:06:57 http://www.mnat.com/blog/red-black-bankruptcy-and-class-actions/
Unclaimed Property Reform: An Overview http://www.mnat.com/blog/unclaimed-property-reform-an-overview/ On March 9, Morris Nichols partner Michael Houghton participated on the panel, “Unclaimed Property Reform: An Overview” at the UPPO 2015 conference in Orlando, Fla. 

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2015-03-09 11:05:26 http://www.mnat.com/blog/unclaimed-property-reform-an-overview/
Controlling from the Grave: Is Flexibility a Good Thing? http://www.mnat.com/blog/controlling-from-the-grave-is-flexibility-a-good-thing/ Morris Nichols partner Todd A. Flubacher spoke at the 2015 Annual Meeting of The American College of Trust and Estate Counsel (ACTEC) on March 7 and 8, 2015 in Marco Island, Fla.  His presentation, “Controlling from the Grave: Is Flexibility a Good Thing?” explored the issues related to drafting trust instruments for flexibility and provided an overview of trust modification strategies.

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2015-03-08 11:08:49 http://www.mnat.com/blog/controlling-from-the-grave-is-flexibility-a-good-thing/
Absolute vs. Relative Priority: What Creates Equity Value http://www.mnat.com/blog/absolute-vs-relative-priority-what-creates-equity-value/ Morris Nichols partner Robert J. Dehney participated in the panel discussion, “Absolute vs. Relative Priority: What Creates Equity Value” at VALCON 2015 on Feb. 26 in Las Vegas, Nev.  The panel discussed and debated the rise in formation of official equity committees in chapter 11 cases, how advisors can reach different valuations to support or oppose their formation, the role of the Office of the U.S. Trustee, and the ultimate value added to the estate.

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2015-02-26 11:12:58 http://www.mnat.com/blog/absolute-vs-relative-priority-what-creates-equity-value/
Closing Opinions on Series Entities http://www.mnat.com/blog/closing-opinions-on-series-entities/ Morris Nichols attorney Jason Russell served as a panelist in the webinar, “Closing Opinions on Series Entities,” hosted by the Working Group on Legal Opinions on Feb. 25, 2015.

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2015-02-25 11:10:09 http://www.mnat.com/blog/closing-opinions-on-series-entities/
Delaware Supreme Court Upholds Trust Pre-Mortem Validation Statute http://www.mnat.com/blog/ravet-v-northern-trust-company-of-delaware-and-barry-c-fitzpatrick-in-their-capacity-as-co-trustees/ The Delaware Supreme Court issued an order affirming a bench ruling and letter opinion of the Court of Chancery precluding an action to contest the validity of a trust under Delaware’s pre-mortem validation statute, 12 Del. C. § 3546.  In the Court of Chancery matter, In the Matter of Restatement of Declaration of Trust Creating the Survivor’s Trust Created Under the Ravet Family Trust Dated Feb. 9, 2012, C.A. No. 7743-VCG, V.C. Glasscock (June 4, 2014), Petitioner, claimed that the restatement of Petitioner’s mother’s revocable trust was the product of undue influence by his sister.  The Delaware Supreme Court affirmed the Court of Chancery’s holding that Petitioner’s claim against the co-trustees of the trust was time-barred because notice under 12 Del. C. § 3546 was delivered to his last known address and he failed to challenge the trust within 120 days and provided no credible evidence that the notice was not delivered.

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2015-02-18 20:06:34 http://www.mnat.com/blog/ravet-v-northern-trust-company-of-delaware-and-barry-c-fitzpatrick-in-their-capacity-as-co-trustees/
Delaware Supreme Court Upholds Reliance on Merger Price in Appraisal Action http://www.mnat.com/blog/delaware-supreme-court-upholds-reliance-on-merger-price-in-appraisal-action/ The past several years have seen the rise of so-called “appraisal arbitrage,” in which entities purchase shares after the announcement of the merger in order to pursue an appraisal claim.  As a result, guidance from the Delaware courts as to the contours of, and valuation methods used in, an appraisal proceeding has become more and more relevant both to lawyers and their clients. In Huff Fund Investment Partnership v. CKx, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s decision concluding that the price paid in a third-party arms’-length merger was the most probative evidence of fair value.

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2015-02-13 14:30:02 http://www.mnat.com/blog/delaware-supreme-court-upholds-reliance-on-merger-price-in-appraisal-action/
2014 in Review: A Recap of the Biggest Corporate Law Decisions from Delaware http://www.mnat.com/blog/2014-in-review-a-recap-of-the-biggest-corporate-law-decisions-from-delaware/ Morris Nichols partners Eric S. Klinger-Wilensky and Jeffrey R. Wolters presented the webinar “2014 in Review: A Recap of the Biggest Corporate Law Decisions from Delaware” on Feb. 5, 2015.  Hosted by Bloomberg BNA, the webinar covered significant cases for public company deal practice and provided key takeaways for both transactional attorneys and M&A litigators.

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2015-02-05 11:18:13 http://www.mnat.com/blog/2014-in-review-a-recap-of-the-biggest-corporate-law-decisions-from-delaware/
Directed Trusts: Panacea or Plague? http://www.mnat.com/blog/directed-trusts-panacea-or-plague/ Directed trusts have become commonplace over the last decade. There are only nine states that haven’t enacted some form of directed statute, and among those, several are considering such legislation. Section 808 of the Uniform Trust Code (UTC) implements the concept, and the Uniform Law Commission recently empanelled a Divided Trusteeship Committee to draft a modern uniform directed trust statute and amendments to the existing provisions of the UTC. In the leading trust jurisdictions, directed trust statutes are a major motivation for creating trusts and migrating existing trusts to those jurisdictions or converting them to directed trusts.

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2015-02-01 20:09:10 http://www.mnat.com/blog/directed-trusts-panacea-or-plague/
Delaware Court of Chancery Issues Two Important Trust Opinions http://www.mnat.com/blog/delaware-court-of-chancery-issues-two-important-trust-opinions/ The Delaware Court of Chancery (the “Court”) recently issued two significant opinions, one involving Delaware asset protection trusts and the other involving a Delaware directed trust.

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2015-01-30 20:14:08 http://www.mnat.com/blog/delaware-court-of-chancery-issues-two-important-trust-opinions/
Court of Chancery Reaffirms Possibility of “Buying Into” an Appraisal Claim http://www.mnat.com/blog/court-of-chancery-reaffirms-possibility-of-buying-into-an-appraisal-claim2/ Over the last several years, there has been a rise in so-called “appraisal arbitrage” – funds buying stock of a target company after announcement of a merger in order to pursue appraisal claims.  Resulting litigation has raised the question of whether such “arbitrageurs” have standing to pursue an appraisal claim if they cannot demonstrate that the purchased shares were not voted in favor of the merger.  Such a tracing requirement would be difficult to fulfill, given that most shares today are held by a stock depository.  In two recent decisions, Ancestry and BMC, the Delaware Court of Chancery confirmed that there is no requirement that an appraisal petitioner prove that previous owners of the appraisal shares refrained from voting in favor of the merger.

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2015-01-30 14:30:56 http://www.mnat.com/blog/court-of-chancery-reaffirms-possibility-of-buying-into-an-appraisal-claim2/
Delaware Enacts First Leg of Unclaimed Property Reform Legislation http://www.mnat.com/blog/delaware-enacts-first-leg-of-unclaimed-property-reform-legislation/ Earlier today, the Delaware General Assembly passed, and Governor Jack Markell signed into law, Senate Bill No. 11, with Senate Amendment No. 2, which implements, in part, the recommendations of a Legislative Task Force established by the Delaware General Assembly last year to review and suggest reforms to Delaware’s Unclaimed Property Program.

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2015-01-29 14:07:59 http://www.mnat.com/blog/delaware-enacts-first-leg-of-unclaimed-property-reform-legislation/
Current Issues in Delaware General Corporation Law http://www.mnat.com/blog/current-issues-in-delaware-general-corporation-law/ On Jan. 28, 2015, Morris Nichols partner Patricia O. Vella join the panel on “Current Issues in Delaware General Corporation Law” at the 42nd Annual Securities Regulation Institute in Coronado, Calif. Participants discussed stock plans and Delaware law, strategies for squeeze-out mergers, the state of Revlon in 2015, and handling defective corporate acts.  Myron T. Steele of Potter Anderson & Corroon LLP chaired the session.  Patricia’s fellow panelists included Elena C. Norman of Young Conaway Stargatt & Taylor LLP and Gregory P. Williams of Richards, Layton & Finger.

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2015-01-26 11:21:08 http://www.mnat.com/blog/current-issues-in-delaware-general-corporation-law/
Delaware Court of Chancery Holds Newly-Enacted 20-Year Statute of Limitations for Certain Contracts Applies Retroactively http://www.mnat.com/blog/delaware-court-of-chancery-holds-newly-enacted-20-year-statute-of-limitations-for-certain-contracts-applies-retroactively2/ In 2014, Section 8106(c) of Title 10 of the Delaware Code was enacted to permit contracting parties to specify a contractual limitations period of up to 20 years in written contracts involving at least $100,000.  In the absence of such specification, a three-year statute of limitations applies to most contract claims.  In the first judicial opinion to interpret the new statute, Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage LLC, the Delaware Court of Chancery held that Section 8106(c) applies retroactively to contracts entered into before the statute took effect on August 1, 2014.  The Court also provided important guidance regarding claim accrual and the application of Delaware’s borrowing statute.

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2015-01-16 10:25:38 http://www.mnat.com/blog/delaware-court-of-chancery-holds-newly-enacted-20-year-statute-of-limitations-for-certain-contracts-applies-retroactively2/
ASARCO and the High Cost of Getting Paid in the Fifth Circuit (and Maybe Everywhere) http://www.mnat.com/blog/asarco-and-the-high-cost-of-getting-paid-in-the-fifth-circuit-and-maybe-everywhere/ This term, the U.S. Supreme Court will decide whether § 330(a) of the Bankruptcy Code grants a bankruptcy judge the discretion to award compensation for the defense of a fee application.

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2015-01-12 11:31:13 http://www.mnat.com/blog/asarco-and-the-high-cost-of-getting-paid-in-the-fifth-circuit-and-maybe-everywhere/
Delaware Supreme Court Reverses Mandatory Injunction Issued by Court of Chancery; Addresses Revlon Duties and Third-Party Contract Rights http://www.mnat.com/blog/delaware-supreme-court-reverses-mandatory-injunction-issued-by-court-of-chancery-addresses-revlon-duties-and-third-party-contract-rights/ In an important ruling addressing the scope of Revlon duties and the Delaware courts’ reluctance to “blue pencil” contractual provisions, C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, the Delaware Supreme Court has reversed a mandatory injunction order issued by the Court of Chancery that (i) required a target to “go-shop” itself (notwithstanding the merger agreement’s “no-shop” provision), and (ii) declared, in advance, that the Court-ordered “go shop” would not constitute a breach of the merger agreement.

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2014-12-19 10:27:22 http://www.mnat.com/blog/delaware-supreme-court-reverses-mandatory-injunction-issued-by-court-of-chancery-addresses-revlon-duties-and-third-party-contract-rights/
Court of Chancery Rules Changes Effective January 1, 2015 http://www.mnat.com/blog/court-of-chancery-rules-changes-effective-january-1-2015/ On December 15, 2014, several of the Delaware Court of Chancery Rules (“Court Rules”) that are relevant to trusts and estates matters were amended, effective January 1, 2015.  Most notably, these changes to the Court Rules will have a significant impact on the practice of filing petitions with the Delaware Court of Chancery for the modification of a trust or the appointment of a successor trustee where all interested parties consent to the requested relief.  Such petitions will be filed as civil actions instead of civil miscellaneous, which will impact their public accessibility.  Other changes address the appointment of a guardian ad litem and the appearance by personal representatives at the Office of the Register of Wills.

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2014-12-18 20:16:52 http://www.mnat.com/blog/court-of-chancery-rules-changes-effective-january-1-2015/
The House Always Wins: Section 1113 and Debtors with Crippling Labor Expenses http://www.mnat.com/blog/the-house-always-wins-section-1113-and-debtors-with-crippling-labor-expenses/ Curtis S. Miller, Matthew R. Koch, “The House Always Wins: Section 1113 and Debtors with Crippling Labor Expenses,” ABA Bankruptcy & Insolvency Litigation Committee (December 17, 2014)

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2014-12-17 13:24:42 http://www.mnat.com/blog/the-house-always-wins-section-1113-and-debtors-with-crippling-labor-expenses/
Delaware Supreme Court Interprets Private Company Voting Agreement that Departs from Standard NVCA Voting Terms http://www.mnat.com/blog/delaware-supreme-court-interprets-private-company-voting-agreement-that-departs-from-standard-nvca-voting-terms/ For reasons of economy in an early-stage investment, venture capitalists and founders often will use forms made available by the National Venture Capital Association (NVCA) as a basis to negotiate the post-investment governance structure of a corporation.  In Salamone v. Gorman, the Delaware Supreme Court interpreted the product of such a negotiation.  As noted in the opinion, the NVCA form contemplates per share (and not per capita) voting, and the opinion is a reminder of the need for clarity if there is intent to depart from such a regime.

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2014-12-17 12:37:20 http://www.mnat.com/blog/delaware-supreme-court-interprets-private-company-voting-agreement-that-departs-from-standard-nvca-voting-terms/
Cases Do Matter: Judicial Forces Shaping M&A Deal Terms http://www.mnat.com/blog/cases-do-matter-judicial-forces-shaping-m-a-deal-terms/ Morris Nichols partner Melissa A. DiVincenzo served as a panelist in the webinar “Cases Do Matter: Judicial Forces Shaping M&A Deal Terms” hosted by the American Bar Association on Dec. 11, 2014. The program explored recent judicial decisions affecting M&A deal terms, how these decisions may impact language and negotiating positions in merger agreements, and general market trends.

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2014-12-11 11:23:56 http://www.mnat.com/blog/cases-do-matter-judicial-forces-shaping-m-a-deal-terms/
Getting to Mediation in Non-Mandatory Contexts http://www.mnat.com/blog/getting-to-mediation-in-non-mandatory-contexts/ Derek C. Abbott served as a panelist in the session “Getting to Mediation in Non-Mandatory Contexts” at a program hosted by the DSBA Bankruptcy Section on Dec. 10, 2014.

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2014-12-10 11:45:31 http://www.mnat.com/blog/getting-to-mediation-in-non-mandatory-contexts/
Bringing and Defending Mass Litigation under 11 U.S.C. § 547, et seq. & L.R. 9019-2, et seq. http://www.mnat.com/blog/bringing-and-defending-mass-litigation-under-11-u-s-c-547-et-seq-l-r-9019-2-et-seq/ Morris Nichols partner Donna L. Culver participated in the panel discussion “Bringing and Defending Mass Litigation under 11 U.S.C. § 547, et seq. & L.R. 9019-2, et seq.” at a program hosted by the DSBA Bankruptcy Section on Dec. 10, 2014.

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2014-12-10 11:43:45 http://www.mnat.com/blog/bringing-and-defending-mass-litigation-under-11-u-s-c-547-et-seq-l-r-9019-2-et-seq/
Court of Chancery Issues Multiple Opinions Relevant to Transaction Planners http://www.mnat.com/blog/court-of-chancery-issues-multiple-opinions-relevant-to-transaction-planners/ In the three days prior to Thanksgiving, the Court of Chancery issued seven written opinions and one oral ruling of importance to transaction planners.  Although each opinion and ruling independently could be the subject of a detailed memorandum, in light of the multiple issues addressed by the Court in a compressed period, we provide a short summary of each.

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2014-12-05 10:29:49 http://www.mnat.com/blog/court-of-chancery-issues-multiple-opinions-relevant-to-transaction-planners/
Attributes of a Successful M&A Program: Lessons Learned http://www.mnat.com/blog/attributes-of-a-successful-m-a-program-lessons-learned/ R.J. Scaggs participated in the panel discussion “Attributes of a Successful M&A Program: Lessons Learned” at the 2nd Annual Northeast M&A and Private Equity Forum in Boston on Dec. 3, 2014.

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2014-12-03 11:49:22 http://www.mnat.com/blog/attributes-of-a-successful-m-a-program-lessons-learned/
State of the M&A Market: Trends and Outlook for 2015 http://www.mnat.com/blog/state-of-the-m-a-market-trends-and-outlook-for-2015/ Andy Johnston served as a panelist in the session “State of the M&A Market: Trends and Outlook for 2015” at the 2nd Annual Northeast M&A and Private Equity Forum in Boston on Dec. 3, 2014.

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2014-12-03 11:48:09 http://www.mnat.com/blog/state-of-the-m-a-market-trends-and-outlook-for-2015/
Applying the Doctrine of Exclusive Appellate Jurisdiction to Bankruptcy Appeals http://www.mnat.com/blog/applying-the-doctrine-of-exclusive-appellate-jurisdiction-to-bankruptcy-appeals/ Gregory W. Werkheiser, “Applying the Doctrine of Exclusive Appellate Jurisdiction to Bankruptcy Appeals” American Bar Association, Bankruptcy Litigation Committee Newsletter, Vol. 19 No. 2 (Winter 2014)

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2014-12-01 12:10:40 http://www.mnat.com/blog/applying-the-doctrine-of-exclusive-appellate-jurisdiction-to-bankruptcy-appeals/
Issues Relating to Recent Shareholder Activism http://www.mnat.com/blog/issues-relating-to-recent-shareholder-activism/ Morris Nichols partner William M. Lafferty moderated the first panel of Society's 2014 Delaware Law Issues Update conference on “Issues Relating to Recent Shareholder Activism.”  The Honorable J. Travis Laster, Vice Chancellor, participated on the panel which discussed how to prepare for and how to advise a board during and after an activist intervention. The panel also explored recent case law on the use of poison pills.

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2014-11-19 11:51:07 http://www.mnat.com/blog/issues-relating-to-recent-shareholder-activism/
Dealing with Activist Shareholders: From (a) Board Adoption of Protective Bylaws and a Two-Tier Pill, to (b) Mock Arguments Challenging the Bylaws and Pill in Delaware Chancery Court http://www.mnat.com/blog/dealing-with-activist-shareholders-from-a-board-adoption-of-protective-bylaws-and-a-two-tier-pill-to-b-mock-arguments-challenging-the-bylaws-and-pill-in-delaware-chancery-court/ In light of the significant role activist shareholders are playing in corporate governance and mergers and acquisitions, Penn State Law’s Center for the Study of Mergers and Acquisitions presented a free, public interest webinar entitled “Dealing with Activist Shareholders: From (a) Board Adoption of Protective Bylaws and a Two-Tier Pill, to (b) Mock Arguments Challenging the Bylaws and Pill in Delaware Chancery Court.”

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2014-11-17 11:53:41 http://www.mnat.com/blog/dealing-with-activist-shareholders-from-a-board-adoption-of-protective-bylaws-and-a-two-tier-pill-to-b-mock-arguments-challenging-the-bylaws-and-pill-in-delaware-chancery-court/
Income Tax Strategies with Insurance http://www.mnat.com/blog/income-tax-strategies-with-insurance/ Morris Nichols partner Todd A. Flubacher spoke on “Income Tax Strategies with Insurance” at the 2014 Delaware Tax Institute on Nov. 14, 2014. Widener University School of Law hosted the program on the Delaware Campus.

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2014-11-14 11:58:05 http://www.mnat.com/blog/income-tax-strategies-with-insurance/
Leveraging LLCs in Structuring M&A Transactions http://www.mnat.com/blog/leveraging-llcs-in-structuring-m-a-transactions/ Morris Nichols partner Tarik J. Haskins served as a speaker in the Strafford webinar “Leveraging LLCs in Structuring M&A Transactions” on Nov. 6.  The program addressed key aspects of using LLCs in mergers and acquisitions deals.

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2014-11-06 12:00:29 http://www.mnat.com/blog/leveraging-llcs-in-structuring-m-a-transactions/
The Sotheby’s Case http://www.mnat.com/blog/the-sotheby-s-case/ Morris Nichols partner William M. Lafferty joined a panel discussion on “The Sotheby’s Case” on Nov. 5, 2014 as part of the Institute for Law and Economics’ “Insights from Practice” program.

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2014-11-05 12:02:22 http://www.mnat.com/blog/the-sotheby-s-case/
Recent Developments and Hot Topics in Delaware Trust Law http://www.mnat.com/blog/recent-developments-and-hot-topics-in-delaware-trust-law/ Morris Nichols partner Todd A. Flubacher spoke on “Recent Developments and Hot Topics in Delaware Trust Law” at the STEP (Society of Trust and Estate Practitioners) Chicago November Meeting on Nov. 4, 2014.

The presentation included a brief update on recent trust legislation and case law in Delaware and a discussion about changing trust situs and trust modifications through decanting, non-judicial settlement agreements, mergers, administrative amendment and court petitions.

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2014-11-04 12:03:57 http://www.mnat.com/blog/recent-developments-and-hot-topics-in-delaware-trust-law/
Delaware Corporate Law Updates http://www.mnat.com/blog/delaware-corporate-law-updates/ Morris Nichols partner Jeffrey R. Wolters presented the session on “Delaware Corporate Law Updates” at the 33rd Annual Business Law Institute in Atlanta, GA on Wednesday, Oct. 29.

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2014-10-29 12:09:07 http://www.mnat.com/blog/delaware-corporate-law-updates/
Court of Chancery Provides Guidance on When a Less-Than-Majority Stockholder May Be Deemed a Controlling Stockholder http://www.mnat.com/blog/court-of-chancery-provides-guidance-on-when-a-less-than-majority-stockholder-may-be-deemed-a-controlling-stockholder/ Under Delaware law, a less-than-majority stockholder may be deemed a controlling stockholder if it “exercises control over the business affairs of the corporation.”  Two recent opinions from the Court of Chancery provide helpful guidance as to how the Court will apply this standard.

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2014-10-28 10:32:05 http://www.mnat.com/blog/court-of-chancery-provides-guidance-on-when-a-less-than-majority-stockholder-may-be-deemed-a-controlling-stockholder/
Letter by Chief Judge Stark Clarifying the District Court's New Filing Policies and Procedures http://www.mnat.com/blog/letter-by-chief-judge-stark-clarifying-the-district-court-s-new-filing-policies-and-procedures/ On October 15, 2014, Chief Judge Stark issued a letter to provide clarification regarding the new filing and service deadline of 6 p.m., which becomes effective on October 16, 2014. It provides in pertinent part:

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2014-10-15 13:24:52 http://www.mnat.com/blog/letter-by-chief-judge-stark-clarifying-the-district-court-s-new-filing-policies-and-procedures/
Shareholder Activism: Current Trends & Tactics http://www.mnat.com/blog/shareholder-activism-current-trends-tactics/ Morris Nichols partner Patricia O. Vella joined a panel discussion on public company shareholder activism on Oct. 14, 2014. The program titled “Shareholder Activism: Current Trends & Tactics” was hosted by Fredrikson & Byron, P.A. in Minneapolis, MN.

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2014-10-14 12:10:50 http://www.mnat.com/blog/shareholder-activism-current-trends-tactics/
Court of Chancery Addresses Monetary Liability of Directors in Follow-On Rural/Metro Opinion http://www.mnat.com/blog/court-of-chancery-addresses-monetary-liability-of-directors-in-follow-on-rural-metro-opinion2/ In an opinion issued earlier this year, the Court of Chancery held RBC Capital Markets, LLC liable to stockholders of Rural/Metro Corporation for aiding and abetting the Rural directors’ breaches of fiduciary duties in connection with the sale of Rural to Warburg Pincus LLC. Last week, the Court issued a subsequent opinion determining the amount of damages suffered by the stockholder class and addressing RBC’s claims for contribution against its former co-defendants, who had previously settled with plaintiffs. Although the majority of the Court’s analysis is focused on the law of contribution, part of the Court’s analysis turns on whether the directors would have been monetarily liable despite the exculpation provision in Rural’s charter.

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2014-10-13 12:40:55 http://www.mnat.com/blog/court-of-chancery-addresses-monetary-liability-of-directors-in-follow-on-rural-metro-opinion2/
Developments in Delaware Law and Practice Affecting M&A http://www.mnat.com/blog/developments-in-delaware-law-and-practice-affecting-m-a/ On Oct. 13, Morris Nichols partner Patricia O. Vella spoke on “Developments in Delaware Law and Practice Affecting M&A” at a program hosted by Fredrikson & Byron, P.A. in Minneapolis, MN. She joined Jamie Snelson in highlighting recent amendments to the Delaware General Corporation Law and providing practical insights on issues that arise in M&A transactions under Delaware law.

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2014-10-13 12:18:15 http://www.mnat.com/blog/developments-in-delaware-law-and-practice-affecting-m-a/
District Court Announces Revised Electronic Case Filing Policies and Procedures http://www.mnat.com/blog/district-court-announces-revised-electronic-case-filing-policies-and-procedures/ On October 2, 2014, the United States District Court for the District of Delaware issued a standing order, effective October 16, 2014, further revising section (F) of its Revised Administrative Procedures Governing Filing and Service by Electronic Means to reflect a new filing and service deadline of 6:00 p.m. Eastern Time. “Aside from initial pleadings, all electronic transmissions of documents (including, but not limited to, motions, briefs, appendices, and discovery responses) must be completed by 6:00 p.m. Eastern Time, in order to be considered timely filed and served that day.” (Revision to Electronic Case Filing Policies and Procedures, Section (F), Oct. 2, 2014).

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2014-10-03 13:27:09 http://www.mnat.com/blog/district-court-announces-revised-electronic-case-filing-policies-and-procedures/
Common Delaware Law Pitfalls for In-House Counsel http://www.mnat.com/blog/common-delaware-law-pitfalls-for-in-house-counsel/ Morris Nichols partner Jeffrey R. Wolters participated in the panel discussion “Common Delaware Law Pitfalls for In-House Counsel” at the 53rd Annual Corporate Counsel Institute in Chicago, IL from Oct. 2-3, 2014.

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2014-10-02 12:22:03 http://www.mnat.com/blog/common-delaware-law-pitfalls-for-in-house-counsel/
Key Developments in Delaware Fiduciary Duty and M&A http://www.mnat.com/blog/key-developments-in-delaware-fiduciary-duty-and-m-a/ Morris Nichols partners Andrew M. Johnston and R.J. Scaggs, Jr. participated in the panel discussion “Key Developments in Delaware Fiduciary Duty and M&A” at the 10th Annual Southeastern M&A/Private Equity Forum in Atlanta on Oct. 2, 2014. The session covered recent developments and remarks issued by the Delaware Court of Chancery on matters relating to M&A. Panelists provided key takeaways and took audience questions on public company M&A transactions.

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2014-10-02 12:20:07 http://www.mnat.com/blog/key-developments-in-delaware-fiduciary-duty-and-m-a/
Mennen v. Wilmington Trust Company, George Jeffrey Mennen and Owen J. Roberts as Trustees http://www.mnat.com/blog/mennen-v-wilmington-trust-company-george-jeffrey-mennen-and-owen-j-roberts-as-trustees/ Master LeGrow of the Delaware Court of Chancery (the “Court”) issued a draft report (the “Draft Report”) granting a defendant’s motion for summary judgment upholding the enforceability of a spendthrift clause under Delaware’s spendthrift statute, Section 3536 of Title 12 of the Delaware Code (“Section 3536”). The Draft Report is notable because it is a strong confirmation of the protections available to beneficiaries of third-party spendthrift trusts under Section 3536 and the Court refused to create a public policy exception to Section 3536 for a tort claimant who was a family member of the plaintiffs and who allegedly persistently engaged in a course of conduct that breached his fiduciary duties resulting in millions of dollars of damages for plaintiffs.

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2014-10-01 15:46:00 http://www.mnat.com/blog/mennen-v-wilmington-trust-company-george-jeffrey-mennen-and-owen-j-roberts-as-trustees/
IMO Daniel Kloiber Trust U/A/D December 20, 2012 http://www.mnat.com/blog/imo-daniel-kloiber-trust-u-a-d-december-20-2012/ The Delaware Supreme Court recently issued an order denying an interlocutory appeal of the opinion of Delaware Court of Chancery (the “Chancery Court”) in IMO Daniel Kloiber Trust U/A/D December 20, 2012 (“Kloiber”). In August of this year, the Chancery Court issued an opinion addressing the meaning of the term “exclusive jurisdiction” found in Section 3572(a) of Delaware’s Qualified Dispositions in Trust Act (the “Act”), which states that the Chancery Court shall have exclusive jurisdiction over any action brought with respect to a “qualified disposition”, and when the Chancery Court shall be deemed to have “primary jurisdiction” over Delaware trusts.

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2014-10-01 15:45:05 http://www.mnat.com/blog/imo-daniel-kloiber-trust-u-a-d-december-20-2012/
Statutory Trusts: Alternative Uses http://www.mnat.com/blog/statutory-trusts-alternative-uses/ Kimberly Gill McKinnon participated in an interactive discussion on “Statutory Trusts: Alternative Uses” at the 2014 Delaware Trust Conference.  This panel on Oct. 1, 2014 explored the differences between statutory and common law trusts.

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2014-10-01 12:29:04 http://www.mnat.com/blog/statutory-trusts-alternative-uses/
The New Targets of Shareholder Litigation: Officer Liability Under Delaware Law http://www.mnat.com/blog/the-new-targets-of-shareholder-litigation-officer-liability-under-delaware-law/ Shareholder lawsuits for breach of fiduciary duty typically are brought against a corporation’s directors. But such suits also may be brought—and with increasing frequency are being brought—against a corporation’s officers. In several notable decisions, Delaware courts have allowed claims against officers to proceed and, in those decisions, discussed the potential liability that officers may face and offered certain practical suggestions for limiting the risk of liability faced by officers.

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2014-10-01 11:39:46 http://www.mnat.com/blog/the-new-targets-of-shareholder-litigation-officer-liability-under-delaware-law/
Change of Trust Situs and Trust Modifications—Decanting, Non-Judicial Settlement Agreements, Mergers, Administrative Amendment or Court Petition http://www.mnat.com/blog/change-of-trust-situs-and-trust-modifications-decanting-non-judicial-settlement-agreements-mergers-administrative-amendment-or-court-petition/ Morris Nichols partner Todd A. Flubacher participated in the panel discussion “Change of Trust Situs and Trust Modifications—Decanting, Non-Judicial Settlement Agreements, Mergers, Administrative Amendment or Court Petition” at the 2014 Delaware Trust Conference.

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2014-09-30 12:27:01 http://www.mnat.com/blog/change-of-trust-situs-and-trust-modifications-decanting-non-judicial-settlement-agreements-mergers-administrative-amendment-or-court-petition/
Delaware Supreme Court Corporate Decisions http://www.mnat.com/blog/delaware-supreme-court-corporate-decisions/ On Sept. 30, Morris Nichols partner Patricia O. Vella spoke on “Delaware Supreme Court Corporate Decisions” as part of a half-day Delaware State Bar Association CLE program. The seminar was held in Wilmington, Del. with webcast in Georgetown, Del.

Patricia discussed the most significant corporate cases decided by the Delaware Supreme Court within the last year, including decisions discussing fee-shifting bylaws and the standard of review applicable in controlling stockholder cash-out merger transactions.

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2014-09-30 12:24:36 http://www.mnat.com/blog/delaware-supreme-court-corporate-decisions/
Proposed Amendments to the Federal Rules of Civil Procedure http://www.mnat.com/blog/proposed-amendments-to-the-federal-rules-of-civil-procedure/ Morris Nichols attorney Ethan H. Townsend presented a webinar with the Federal Bar Association on significant revisions that were proposed for the Federal Rules of Civil Procedure. The proposed rules touch on discovery, deposition default standards and information preservation. The revisions also abolish Appendix Forms, including Form 18 which has been a source of tension in federal patent infringement cases.

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2014-09-24 12:31:10 http://www.mnat.com/blog/proposed-amendments-to-the-federal-rules-of-civil-procedure/
Drafting a Stronger Preferred Stock: Responses to Recent Case Law Developments http://www.mnat.com/blog/drafting-a-stronger-preferred-stock-responses-to-recent-case-law-developments/ On Sept. 12, partner Jim Honaker presented in the program “Drafting a Stronger Preferred Stock: Responses to Recent Case Law Developments” at the ABA 2014 Business Law Section Annual Meeting.

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2014-09-12 12:34:42 http://www.mnat.com/blog/drafting-a-stronger-preferred-stock-responses-to-recent-case-law-developments/
The 2014 Annual Review of Developments in M&A http://www.mnat.com/blog/the-2014-annual-review-of-developments-in-m-a/ On the first day of the ABA 2014 Business Law Section Annual Meeting, Morris Nichols partner Eric Klinger-Wilensky chaired the panel “The 2014 Annual Review of Developments in M&A.”

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2014-09-11 12:33:10 http://www.mnat.com/blog/the-2014-annual-review-of-developments-in-m-a/
Court of Chancery Finds Breach of Fiduciary Duty in Private Company Recapitalization Based on Inadequate Process, Despite Fair Price http://www.mnat.com/blog/court-of-chancery-finds-breach-of-fiduciary-duty-in-private-company-recapitalization-based-on-inadequate-process-despite-fair-price/ In an opinion issued on September 4, 2014, In re Nine Systems Corp. Shareholders Litigation , the Court of Chancery held that a control group of stockholders and their director designees breached their fiduciary duties in approving a recapitalization of Nine Systems Corporation because the recapitalization was the result of an unfair process, even though it was accomplished at a fair price.

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2014-09-08 12:42:05 http://www.mnat.com/blog/court-of-chancery-finds-breach-of-fiduciary-duty-in-private-company-recapitalization-based-on-inadequate-process-despite-fair-price/
DGCL Section 251(h) - Year in Review Report http://www.mnat.com/blog/dgcl-section-251-h-year-in-review-report/ Section 251(h) of the Delaware General Corporation Law (the “ DGCL ”) took effect just over a year ago. That statute was designed effectively to permit a simultaneous closing of the front-end tender or exchange offer and back-end merger in a two-step transaction if certain preconditions – notably, that a sufficient number of shares are tendered in the offer – are satisfied. In this report, we survey some of our observations on the use of Section 251(h) over the past year, both generally and with respect to specific merger provisions, and discuss statutory amendments to Section 251(h) that took effect August 1, 2014 (the “ 2014 Amendments ”).

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2014-09-04 12:44:38 http://www.mnat.com/blog/dgcl-section-251-h-year-in-review-report/
Section 251(h) of the DGCL: Year in Review http://www.mnat.com/blog/section-251-h-of-the-dgcl-year-in-review/ In an article published in Insights: The Corporate & Securities Advisor, Morris Nichols attorneys Andy Johnston, Rick Alexander, Eric Klinger-Wilensky, and Jason Tyler explore the use of new Section 251(h) of the Delaware General Corporation Law, which was designed to permit a simultaneous closing of the front-end tender offer or exchange offer and back-end merger in a two-step transaction.

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2014-09-01 11:48:18 http://www.mnat.com/blog/section-251-h-of-the-dgcl-year-in-review/
Trust Act 2014 Legislative Update http://www.mnat.com/blog/trust-act-2014-legislative-update/ On February 25, 2014, Delaware Governor Jack Markell signed Senate Bills 155 and 156 into law, effective immediately.  On July 22, 2014, Governor Markell signed House Bill 142 into law, effective as of August 1, 2014.  These laws (collectively “Trust Act 2014”) provide many advancements in Delaware trust law that will provide settlors, beneficiaries and fiduciaries of trusts with 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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2014-08-21 15:27:38 http://www.mnat.com/blog/trust-act-2014-legislative-update/
Court Decision Reiterates That Forum Selection Bylaws Are Best Adopted Before Any Threat of Shareholder Litigation http://www.mnat.com/blog/court-decision-reiterates-that-forum-selection-bylaws-are-best-adopted-before-any-threat-of-shareholder-litigation/ On February 24, 2014, RF Micro Devices, Inc. and TriQuint Semiconductor Inc. announced a merger agreement under which the companies agreed to an all-stock “merger of equals.” Following the merger’s announcement, five lawsuits on behalf of TriQuint’s stockholders were filed: three of those lawsuits were filed in the Delaware Court of Chancery and two lawsuits were filed in Oregon state court.

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2014-08-15 12:46:56 http://www.mnat.com/blog/court-decision-reiterates-that-forum-selection-bylaws-are-best-adopted-before-any-threat-of-shareholder-litigation/
State Law on Going Private: Developments in Delaware Law http://www.mnat.com/blog/state-law-on-going-private-developments-in-delaware-law/ 2014-08-13 14:26:47 http://www.mnat.com/blog/state-law-on-going-private-developments-in-delaware-law/ Fixer Uppoer: Using an NJSA to Fix a Broken Directed Trust http://www.mnat.com/blog/todd-flubacher-authored-an-article-published-in-the-delaware-banker-magazine/ Over the last decade, directed trusts have become commonplace in Delaware. More and more, settlors and beneficiaries are using trusts to implement complex investment, tax and wealth transfer objectives that come in conflict with the limitations of traditional fiduciary duties and pose potential risks on fiduciaries. Settlors often accomplish these objectives by employing directed trusts that bifurcate responsibilities (such as investments) from the rest of the traditional trust administration functions, assigning them to a separate adviser who will direct the trustee to carry out those specific objectives. Click here to read the full article.

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2014-08-13 13:18:51 http://www.mnat.com/blog/todd-flubacher-authored-an-article-published-in-the-delaware-banker-magazine/
A New Delaware Statute of Limitations Will Be Useful for M&A http://www.mnat.com/blog/a-new-delaware-statue-of-limitations-will-be-useful-for-m-a/ Delaware has furthered its general policy of giving maximum effect to the principle of freedom of contract and to the enforceability of contracts in accordance with their terms by passing legislation that authorizes a statute of limitations of up to 20 years for breach of contract claims. Delaware is the first state to adopt a statute of limitations of this length for breach of contract claims. Click here to read the full article.

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2014-08-05 20:11:30 http://www.mnat.com/blog/a-new-delaware-statue-of-limitations-will-be-useful-for-m-a/
2014 Amendments to Delaware's General Corporation Law, Alternative Entity Statutes and Contract Statute of Limitations http://www.mnat.com/blog/2014-amendments-to-delaware-s-general-corporation-law-alternative-entity-statutes-and-contract-statute-of-limitations/ In its latest session, the Delaware legislature adopted significant amendments to Delaware’s “alternative entity” statutes—the Delaware Limited Liability Company Act (“DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), the Delaware Revised Uniform Partnership Act (“DRUPA”) and the Delaware Statutory Trust Act (“DSTA”). In addition, the Delaware legislature amended Chapter 81 of Title 10 of the Delaware Code to permit a statute of limitations for breach of contract claims of up to 20 years.

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2014-08-01 15:15:51 http://www.mnat.com/blog/2014-amendments-to-delaware-s-general-corporation-law-alternative-entity-statutes-and-contract-statute-of-limitations/
Commercial: Going Gently into that Good Night: The Process of Converting Cases to Chapter 7 http://www.mnat.com/blog/commercial-going-gently-into-that-good-night-the-process-of-converting-cases-to-chapter-7/ Morris Nichols partner Gregory W. Werkheiser spoke at the 10th Annual Mid-Atlantic Bankruptcy Workshop, July 31 to August 2, 2014 in Cambridge, Md. As a member of the panel on “Commercial: Going Gently into that Good Night:  The Process of Converting Cases to Chapter 7,” Greg discussed Delaware working group and U.S. Trustee Task Force recommendations.

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2014-07-31 12:35:45 http://www.mnat.com/blog/commercial-going-gently-into-that-good-night-the-process-of-converting-cases-to-chapter-7/
Kettleton Multi-Year Holdings LLC v. Sourcefire LLC Reminds Practitioners that Timely Notice of a Merger's Effective Date Reduces Litigation Risks in Delaware http://www.mnat.com/blog/kettleton-multi-year-holdings-llc-v-sourcefire-llc-reminds-practitioners-that-timely-notice-of-a-merger-s-effective-date-reduces-litigation-risks-in-delaware/ The Delaware Court of Chancery recently issued a ruling that serves as an important reminder that following a merger, timely notice of the merger's effective date must be sent to any stockholder of record who has demanded appraisal. Failing to do so creates additional litigation risk in a M&A environment already charged with an increasing number of stockholder appraisal demands.

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2014-07-15 10:38:10 http://www.mnat.com/blog/kettleton-multi-year-holdings-llc-v-sourcefire-llc-reminds-practitioners-that-timely-notice-of-a-merger-s-effective-date-reduces-litigation-risks-in-delaware/
M&A Under Delaware’s Public Benefit Corporation Statute: A Hypothetical Tour http://www.mnat.com/blog/m-a-under-delaware-s-public-benefit-corporation-statute-a-hypothetical-tour/ Noting the enthusiastic initial response to Delaware’s 2013 public benefit corporation statute, this Article presents a series of hypotheticals as vehicles for comment on issues that are likely to arise in the context of mergers and acquisitions of public benefit corporations.  The Article first examines appraisal rights, concluding that such rights will be generally available to stockholders in public benefit corporations, and noting the potential for ambiguity in defining “fair value” where the corporation’s purposes extend to public purposes as well as private profit.  Next, the Article examines whether and to what extent “Revlon” duties and limitations on deal protection devices may be relaxed or modified in the context of the sale of a public benefit corporation.  Finally, the Article examines whether and to what extent a commitment to promote the specified public purposes of a public benefit corporation can be made enforceable against the buyer of the corporation.

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2014-07-01 12:14:49 http://www.mnat.com/blog/m-a-under-delaware-s-public-benefit-corporation-statute-a-hypothetical-tour/
Recent Changes to the Delaware General Corporation Law: Avoid the Risks; Reap the Benefits http://www.mnat.com/blog/recent-changes-to-the-delaware-general-corporation-law-avoid-the-risks-reap-the-benefits/  Morris Nichols partners Frederick H. Alexander and Melissa A. DiVincenzo spoke in a webinar on “Recent Changes to the Delaware General Corporation Law: Avoid the Risks; Reap the Benefits.” They discussed a number of significant changes proposed to take effect in August 2014 and explored how they may be used to benefit corporations.

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2014-06-30 12:40:15 http://www.mnat.com/blog/recent-changes-to-the-delaware-general-corporation-law-avoid-the-risks-reap-the-benefits/
Top 5 M&A Questions Posed to Delaware Counsel http://www.mnat.com/blog/top-5-m-a-questions-posed-to-delaware-counsel/ Patricia O. Vella presented on the top five M&A questions posed to Delaware counsel as a special guest speaker at the ACG Silicon Valley M&A Dealmaker’s Circle at Merrill Communications, LLC in Palo Alto, CA on June 18, 2014.

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2014-06-18 20:09:58 http://www.mnat.com/blog/top-5-m-a-questions-posed-to-delaware-counsel/
District of Delaware, Revised Procedures for Managing Patent Cases http://www.mnat.com/blog/district-of-delaware-revised-procedures-for-managing-patent-cases/ The District of Delaware initiated a Patent Study Group (“PSG”) in January 2014 to address the District’s impressive patent caseload and to improve overall efficiency in patent litigation. On June 17, 2014, Judge Stark formally adopted Revised Procedures for Managing Patent Cases, which will be implemented in all non-ANDA patent cases assigned to him filed on or after July 1, 2014.

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2014-06-17 13:28:46 http://www.mnat.com/blog/district-of-delaware-revised-procedures-for-managing-patent-cases/
CSC Delaware Seminar Series: Interview with Vice Chancellor Laster http://www.mnat.com/blog/csc-delaware-seminar-series-interview-with-vice-chancellor-laster/ Morris Nichols partner Patricia O. Vella interviewed The Honorable J. Travis Laster, Vice Chancellor, Delaware Court of Chancery at a recent breakfast event hosted by the State of Delaware and the Corporation Service Company.  The program took place at the University Club of New York on June 13, 2014.  Vice Chancellor Laster offered his thoughts on recent Delaware law developments.

Learn more about this event in the Delaware Seminar Series on the CSC website

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2014-06-13 15:48:15 http://www.mnat.com/blog/csc-delaware-seminar-series-interview-with-vice-chancellor-laster/
Let the Seller Beware: The Seller’s Attorney Client Privilege Passes in a Merger under Delaware Law http://www.mnat.com/blog/the-seller-beware-the-seller-s-attorney-client-privilege-passes-in-a-merger-under-delaware-law/ Morris Nichols partner John DiTomo presented a West LegalEdcenter live webcast program on June 11, 2014 titled Let the Seller Beware:  The Seller’s Attorney Client Privilege Passes in a Merger under Delaware Law. 

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2014-06-11 12:53:31 http://www.mnat.com/blog/the-seller-beware-the-seller-s-attorney-client-privilege-passes-in-a-merger-under-delaware-law/
Recent Development in Delaware Corporate Law: Transactional & Litigation Perspectives http://www.mnat.com/blog/recent-development-in-delaware-corporate-law-transactional-litigation-perspectives/ Patricia O. Vella and James D. Honaker served on a Delaware State Bar Association panel titled, “Recent Development in Delaware Corporate Law: Transactional & Litigation Perspectives” at The Chase Center on the Riverfront in Wilmington, Del. on May 22, 2014.  4.0 hours of CLE credit were available for both Delaware and Pennsylvania attorneys.

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2014-05-22 19:40:43 http://www.mnat.com/blog/recent-development-in-delaware-corporate-law-transactional-litigation-perspectives/
Proposed Amendment to Delaware General Corporation Law would Preclude Fee-Shifting in Charters and Bylaws of Stock Corporations http://www.mnat.com/blog/proposed-amendment-to-delaware-general-corporation-law-would-preclude-fee-shifting-in-charters-and-bylaws-of-stock-corporations/ On May 22, 2014, the Corporation Law Sec­tion of the Delaware State Bar Association (the “DSBA”) was provided with a proposed amend­ment to the Delaware General Corporation Law (the “DGCL”). The proposed amendment, if enacted into law, would eliminate the ability of Delaware stock corporations to adopt provisions imposing liability on stockholders, including bylaws or charter provisions that would impose fee-shifting liability. Following adoption of this proposal, the holding of ATP Tour, Inc. v. Deutscher Tennis Bund, which upheld the facial validity of a fee-shifting bylaw, would apply only to nonstock corporations. See Morris Nichols Update, Supreme Court Upholds Facial Validity of Fee-Shift­ing Bylaw Adopted by Nonstock Corporation (May 9, 2014).

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2014-05-22 12:50:36 http://www.mnat.com/blog/proposed-amendment-to-delaware-general-corporation-law-would-preclude-fee-shifting-in-charters-and-bylaws-of-stock-corporations/
Significant Issues in Distressed Debt and Restructurings http://www.mnat.com/blog/significant-issues-in-distressed-debt-and-restructurings/ Morris Nichols partner Curtis Miller served as a speaker for a webcast entitled “Significant Issues in Distressed Debt and Restructurings", on May 20, 2014. Curtis was joined on the panel by Richard M. Nugent, a partner at Cadwalader, Wickersham & Taft, Harvey Berenson, Managing Director at FTI Consulting and Ana Alfonso, a partner at Willkie Farr & Gallagher.

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2014-05-20 12:56:40 http://www.mnat.com/blog/significant-issues-in-distressed-debt-and-restructurings/
District of Delaware CLE Program with Circuit and District Court Judges http://www.mnat.com/blog/district-of-delaware-cle-program-with-circuit-and-district-court-judges/ On May 13, 2014, the Intellectual Property Section of the Delaware Chapter of the Federal Bar Association hosted a CLE program featuring Chief Judge Randall Rader and Judge Timothy B. Dyk of the Federal Circuit, Judge Kent A. Jordan of the Third Circuit Court of Appeals, Judges Sue L. Robinson, Leonard P. Stark, and Richard G. Andrews of the District of Delaware, Chief Judge Leonard E. Davis of the Eastern District of Texas, and Magistrate Judge Paul S. Grewal of the Northern District of California.

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2014-05-16 13:32:12 http://www.mnat.com/blog/district-of-delaware-cle-program-with-circuit-and-district-court-judges/
2014 Midwestern M&A and Private Equity Forum http://www.mnat.com/blog/2014-midwestern-m-a-and-private-equity-forum/ R. Judson Scaggs, Jr. (Faculty), 2014 Midwestern M&A and Private Equity Forum, Chicago, Ill. (May 14, 2014)

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2014-05-14 19:14:22 http://www.mnat.com/blog/2014-midwestern-m-a-and-private-equity-forum/
Appraisal Rights: A Changing World http://www.mnat.com/blog/appraisal-rights-a-changing-world/ Morris Nichols partners John DiTomo and Eric Klinger-Wilensky served as panelists for a webcast entitled “Appraisal Rights: A Changing World”, on May 13, 2014. Eric and John were joined on the panel by Lisa Stark, a partner at Berger Harris.

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2014-05-13 12:58:41 http://www.mnat.com/blog/appraisal-rights-a-changing-world/
Supreme Court Upholds Facial Validity of Fee-Shifting Bylaw Adopted by Nonstock Corporation http://www.mnat.com/blog/supreme-court-upholds-facial-validity-of-fee-shifting-bylaw-adopted-by-nonstock-corporation/ In ATP Tour, Inc. v. Deutscher Tennis Bund, issued on May 8, 2014, the Delaware Supreme Court upheld the facial validity of a bylaw requiring an unsuccessful plaintiff in corporate litigation to reimburse the corporation for its litigation expenses if the plaintiff fails to obtain a judgment on the merits of its claim.

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2014-05-09 14:14:30 http://www.mnat.com/blog/supreme-court-upholds-facial-validity-of-fee-shifting-bylaw-adopted-by-nonstock-corporation/
Co-Reporter-Single-Member LLC Agreement Forms http://www.mnat.com/blog/co-reporter-single-member-llc-agreement-forms/ Louis G. Hering, Co-Reporter-Single-Member LLC Agreement Forms, The Business Lawyer, Vol. 69 (May 2014)

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2014-05-01 20:12:42 http://www.mnat.com/blog/co-reporter-single-member-llc-agreement-forms/
Considerations for Contractual Provisions Extending Statutes of Limitations http://www.mnat.com/blog/considerations-for-contractual-provisions-extending-statutes-of-limitations/ Melissa A. DiVincenzo, Louis G. Hering, “Considerations for Contractual Provisions Extending Statutes of Limitations,” The Business Lawyer, Vol. 69 (May 2014)

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2014-05-01 15:17:30 http://www.mnat.com/blog/considerations-for-contractual-provisions-extending-statutes-of-limitations/
Dilemmas of Dying Businesses: Practical and Ethical Issues to Consider When Representing Businesses that Are on Death's Doorstep http://www.mnat.com/blog/dilemmas-of-dying-businesses-practical-and-ethical-issues-to-consider-when-representing-businesses-that-are-on-death-s-doorstep/ Derek C. Abbott, “Dilemmas of Dying Businesses: Practical and Ethical Issues to Consider When Representing Businesses that Are on Death’s Doorstep,” American Bankruptcy Institute, Annual Spring Meeting, Washington, D.C. (April 24-27, 2014)

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2014-04-24 14:09:48 http://www.mnat.com/blog/dilemmas-of-dying-businesses-practical-and-ethical-issues-to-consider-when-representing-businesses-that-are-on-death-s-doorstep/
Proposed Amendments to the DGCL and the Statute of Limitations http://www.mnat.com/blog/proposed-amendments-to-the-dgcl-and-the-statute-of-limitations/ On April 13, 2014, the Corporation Law Section of the Delaware State Bar Association (the “DSBA”) was provided with proposed amendments to the Delaware General Corporation Law (the “DGCL”).  On the same day, the Commercial Law Section of the DSBA was provided with a proposed revision to Delaware’s contractual statute of limitations that may have a significant effect on corporate practice.

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2014-04-17 10:47:32 http://www.mnat.com/blog/proposed-amendments-to-the-dgcl-and-the-statute-of-limitations/
2014 Northeastern M&A and Private Equity Forum http://www.mnat.com/blog/2014-northeastern-m-a-and-private-equity-forum/ R. Judson Scaggs, Jr. (Faculty), 2014 Northeastern M&A and Private Equity Forum sponsored by Thomson Reuters, New York, N.Y. (April 10, 2014)

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2014-04-10 19:15:49 http://www.mnat.com/blog/2014-northeastern-m-a-and-private-equity-forum/
When Do Court Orders Become Improper Advisory Opinions http://www.mnat.com/blog/when-do-court-orders-become-improper-advisory-opinions/ Gregory W. Werkheiser, “When Do Court Orders Become Improper Advisory Opinions,” XXXIII American Bankruptcy Institute Journal 4, 36-37, 97-98 (April 2014)

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2014-04-01 12:09:07 http://www.mnat.com/blog/when-do-court-orders-become-improper-advisory-opinions/
Changes in the Corporate Law After Enron: Emerging Director Liability Issues http://www.mnat.com/blog/changes-in-the-corporate-law-after-enron-emerging-director-liability-issues/ Gilchrist Sparks, III, Andrew H. Lippstone, “Changes in the Corporate Law After Enron: Emerging Director Liability Issues,” Tulane University, 15th Corporate Law Institute, New Orleans, La. (March 13-14, 2003)

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2014-03-13 19:32:14 http://www.mnat.com/blog/changes-in-the-corporate-law-after-enron-emerging-director-liability-issues/
M&A Key Delaware Law Updates for 2014 http://www.mnat.com/blog/m-a-key-delaware-law-updates-for-2014/ The Delaware courts issued significant rulings on key M&A practice topics in 2013. On March 6, 2014 Patricia O. Vella, Morris Nichols Delaware Corporate Counseling Group partner, served as a speaker in the Strafford CLE webinar titled “M&A Key Delaware Law Updates for 2014.”

In the 90-minute program, Vella participated in a panel discussion which reviewed important 2013 Delaware rulings covering standard for deal review, D&O fiduciary duties and conflicted M&A deals, forum selection, and attorney-client privilege. The panel also provided guidance to M&A counsel on the potential implications for 2014 deals, explored potential negotiation and litigation tactics, and discussed best practices for M&A transactional attorneys and litigators in 2014 and beyond.

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2014-03-06 13:01:23 http://www.mnat.com/blog/m-a-key-delaware-law-updates-for-2014/
Delaware Supreme Court Upholds Application of Business Judgment Rule http://www.mnat.com/blog/delaware-supreme-court-upholds-application-of-business-judgment-rule/ In Kahn v. M&F Worldwide Corp. issued on March 14, 2014, the Delaware Supreme Court addressed “a question of first impression: what should be the standard of review for a merger between a controlling stockholder and its subsidiary, where the merger is conditioned ab initio upon the approval of both an independent, adequately-empowered Special Committee that fulfills its duty of care, and the uncoerced, informed vote of the minority stockholders.”  Affirming the Court of Chancery’s decision in In re MFW Shareholders Litigation, the Supreme Court held that the business judgment rule applies.

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2014-03-01 14:42:30 http://www.mnat.com/blog/delaware-supreme-court-upholds-application-of-business-judgment-rule/
Making Your Case: Presenting Valuation Evidence http://www.mnat.com/blog/making-your-case-presenting-valuation-evidence/ Eric D. Schwartz (Panel Moderator), “Making Your Case:  Presenting Valuation Evidence,” American Bankruptcy Institute VALCON 2014 meeting, Las Vegas, Nev. (Feb. 27, 2014)

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2014-02-27 20:21:46 http://www.mnat.com/blog/making-your-case-presenting-valuation-evidence/
Delaware Bankruptcy Court Releases 2014 Local Rule Amendments http://www.mnat.com/blog/delaware-bankruptcy-court-releases-2014-local-rule-amendments/ The United States Bankruptcy Court for the District of Delaware (the “Delaware Bankruptcy Court”) recently released the 2014 version of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (Effective February 1, 2014) (the “Local Rules”).

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2014-02-20 14:19:07 http://www.mnat.com/blog/delaware-bankruptcy-court-releases-2014-local-rule-amendments/
How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations http://www.mnat.com/blog/how-recent-fiduciary-duty-cases-affect-advice-to-directors-and-officers-of-delaware-and-texas-corporations2/ Patricia O. Vella, Morris Nichols Delaware Corporate Law Counseling Group partner, served as a panelist for the session entitled How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations, at The University of Texas School of Law’s 36th Annual Conference on Securities Regulation and Business Law in Dallas, Texas, on February 14, 2014.

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2014-02-14 13:03:23 http://www.mnat.com/blog/how-recent-fiduciary-duty-cases-affect-advice-to-directors-and-officers-of-delaware-and-texas-corporations2/
2014 Summary of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2014-summary-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2014 Summary of Delaware Case Law Relating to Alternative Entities,” 2014 Spring Meeting of ABA Section of Business Law (Feb. 1, 2014)

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2014-02-01 15:32:05 http://www.mnat.com/blog/2014-summary-of-delaware-case-law-relating-to-alternative-entities/
2014 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2014-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2014 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” Presented at 2014 ABA Section of Business Law Spring Meeting (Feb. 1, 2014)

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2014-02-01 15:31:02 http://www.mnat.com/blog/2014-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
Court of Chancery Addresses Interest Awards in Appraisal Proceedings http://www.mnat.com/blog/court-of-chancery-addresses-interest-awards-in-appraisal-proceedings/ In a February 12, 2014 decision, the Court of Chancery held that a petitioner in an appraisal proceeding could not be compelled to accept “prepayment” of an appraisal award in order to stop the accrual of interest on the amount prepaid. The holding is significant because the default statutory interest rate on an appraisal award (5% over the Federal Reserve discount rate) may be viewed as very favorable by stockholders considering whether to bring appraisal claims.

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2014-02-01 14:45:21 http://www.mnat.com/blog/court-of-chancery-addresses-interest-awards-in-appraisal-proceedings/
M&A Trends and Developments http://www.mnat.com/blog/m-a-trends-and-developments/ Rick Alexander, member of the Morris Nichols Delaware Corporate Law Counseling Group, presented M&A Trends and Developments at the 41st Annual Securities Regulation Institute, hosted by Northwestern Law, in Coronado, California, on January 27, 2014.

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2014-01-27 13:05:10 http://www.mnat.com/blog/m-a-trends-and-developments/
Great Hill Equity Partners and the Attorney-Client Privilege in M&A: You Mean We Sold that Too? http://www.mnat.com/blog/great-hill-equity-partners-and-the-attorney-client-privilege-in-m-a-you-mean-we-sold-that-too/ Morris Nichols partners John P. DiTomo and Patricia O. Vella spoke in the ABA webinar, “Great Hill Equity Partners and the Attorney-Client Privilege in M&A: You Mean We Sold that Too?” on Jan. 27, 2014.

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2014-01-27 12:50:16 http://www.mnat.com/blog/great-hill-equity-partners-and-the-attorney-client-privilege-in-m-a-you-mean-we-sold-that-too/
Delaware Third-Party Closing Opinions: An Outline on Basic Delaware Corporation and Limited Liability Company Opinions http://www.mnat.com/blog/delaware-third-party-closing-opinions-an-outline-on-basic-delaware-corporation-and-limited-liability-company-opinions/ Louis G. Hering, Eric Klinger-Wilensky, “Delaware Third-Party Closing Opinions: An Outline on Basic Delaware Corporation and Limited Liability Company Opinions,” Ch. 3, PLI Legal Opinions in Business Transactions (2014)

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2014-01-01 20:13:35 http://www.mnat.com/blog/delaware-third-party-closing-opinions-an-outline-on-basic-delaware-corporation-and-limited-liability-company-opinions/
Unclaimed Property http://www.mnat.com/blog/unclaimed-property/ Michael Houghton and Walter Tuthill, Morris Nichols Commercial Law Counseling Group partners, served as co-authors of the revised Bureau of National Affairs (BNA) Corporate Practice Series Portfolio: Unclaimed Property. The treatise provides a comprehensive analysis of the law of unclaimed property and taps into the collective experience of the authors to provide an insider's perspective into what a business can expect if faced with an unclaimed property enforcement action, guidance as to the procedures corporations should take to secure compliance with the law, and the penalties for violations and non-compliance.

Click here to be taken to the BNA Corporate Practice Series Portfolio.

Michael Houghton, Walter C. Tuthill, Mark Paolillo, Sam Schaunaman, Brenda R. Mayrack, “Unclaimed Property,” BNA Corporate Practice Series No. 74-3rd (2014)

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2014-01-01 13:31:16 http://www.mnat.com/blog/unclaimed-property/
M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities http://www.mnat.com/blog/m-a-agreements-limitations-on-contractual-and-extra-contractual-liabilities/ Patricia O. Vella served as a speaker for the Strafford Webinar/Teleconference panel entitled, “M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities,” broadcast on Tuesday, Dec. 10, 2013, 1:00 - 2:30 p.m. EST.

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2013-12-10 20:05:36 http://www.mnat.com/blog/m-a-agreements-limitations-on-contractual-and-extra-contractual-liabilities/
Chancery Court Decision Addresses Common Post-Closing Indemnity Provisions http://www.mnat.com/blog/chancery-court-decision-addresses-common-post-closing-indemnity-provisions/ In a recent decision from Vice Chancellor Glasscock, ENI Holdings, LLC v. KBR Group Holdings, LLC, the Delaware Court of Chancery provided important guidance for drafters of contracts with respect to the use of survival clauses to shorten the statute of limitations for breaches of representations and warranties and on the interaction between the survival clause, the procedures for indemnification for breach of contract, and the exceptions to, and limitations on, indemnification obligations.

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2013-12-01 14:48:22 http://www.mnat.com/blog/chancery-court-decision-addresses-common-post-closing-indemnity-provisions/
Sealing The Deal, Contracts Signed Under Seal Are Subject to a Twenty-Year Limitations Period Under Delaware Law http://www.mnat.com/blog/sealing-the-deal-contracts-signed-under-seal-are-subject-to-a-twenty-year-limitations-period-under-delaware-law/ In many jurisdictions, a statute of limitations may not be extended by contract.  Delaware follows this rule, so its three-year statute of limitations for contract claims generally may not be extended. Moreover, under Delaware’s borrowing statute, contract claims arising outside of Delaware but litigated in a Delaware court are subject to the shorter of that three-year period or the time established by the jurisdiction where the cause of action arose. Notwithstanding these default rules, the statutory limitations period can be reduced by contract. While many private company acquisition agreements do in fact shorten the statute of limitations for many breaches of certain representations and warranties by providing that such representations and warranties “survive” for a shorter period, it is also often the case that buyers want certain representations and indemnification obligations to “survive” longer, and in some cases, beyond the statutory period. In order to achieve such a result, parties may, under Delaware law, use a so-called “specialty” contract, i.e., a contract that is entered into under seal, which will be subject to a twenty-year limitations period. 

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2013-12-01 14:47:05 http://www.mnat.com/blog/sealing-the-deal-contracts-signed-under-seal-are-subject-to-a-twenty-year-limitations-period-under-delaware-law/
The Non-Judicial Settlement Agreement Wrapper—An Alternative to Directed Trusts http://www.mnat.com/blog/the-non-judicial-settlement-agreement-wrapper-an-alternative-to-directed-trusts/ The country’s leading trust jurisdictions have been experiencing enormous growth in recent years from two sources: the creation of new trusts and the migration of existing trusts to take advantage of more favorable administrative laws.  It’s become commonplace to optimize planning through careful jurisdiction selection, migrating an existing trust to an advantageous jurisdiction and modifying the trust to capitalize on the new administrative laws, including converting it to a directed trust to accomplish specific objectives.

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2013-12-01 10:07:34 http://www.mnat.com/blog/the-non-judicial-settlement-agreement-wrapper-an-alternative-to-directed-trusts/
Everything Tender Offers http://www.mnat.com/blog/everything-tender-offers/ Rick Alexander spoke on the panel “Everything Tender Offers” at the Boston Bar Association’s First Annual Mergers & Acquisitions Conference in Boston, Mass. on Nov. 13, 2013.  The program was webcast live online.

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2013-11-13 14:49:44 http://www.mnat.com/blog/everything-tender-offers/
Delaware Alert: A Third Circuit Panel Strikes Down the Court of Chancery's Confidential Arbitrations http://www.mnat.com/blog/delaware-alert-a-third-circuit-panel-strikes-down-the-court-of-chancery-s-confidential-arbitrations/ Morris Nichols’ “Delaware Alert: A Third Circuit Panel Strikes Down the Court of Chancery’s Confidential Arbitrations” was featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation on Nov. 8, 2013.

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2013-11-08 12:52:38 http://www.mnat.com/blog/delaware-alert-a-third-circuit-panel-strikes-down-the-court-of-chancery-s-confidential-arbitrations/
Strategic M&A Involving Public Companies http://www.mnat.com/blog/strategic-m-a-involving-public-companies/ The panel addressed how public/public deal process and terms are driven and constrained by the Revlon market check mandate, the target’s insistence on deal certainty (and possibly a reverse regulatory termination fee), the increased risk of regulatory intervention, the near certainty of a M&A strike suit and the possibility of derivative litigation, and increased shareholder (and proxy advisor) activism.

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2013-11-06 19:52:06 http://www.mnat.com/blog/strategic-m-a-involving-public-companies/
The U.S. Court of Appeals for the Third Circuit Strikes Down Delaware's Confidential Arbitration Program http://www.mnat.com/blog/third-circuit-strikes-down-delaware-s-confidential-arbitration-program/ John P. DiTomo, Morris Nichols Corporate and Business Litigation Group member, authored “The U.S. Court of Appeals for the Third Circuit Strikes Down Delaware’s Confidential Arbitration Program,” published in the November 2013 State Corner section of Insights: The Corporate & Securities Law Advisor (Vol. 27, No. 11).

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2013-11-01 16:29:33 http://www.mnat.com/blog/third-circuit-strikes-down-delaware-s-confidential-arbitration-program/
Delaware Law Pitfalls in IPOs http://www.mnat.com/blog/delaware-law-pitfalls-in-ipos/ Jeffrey R. Wolters, “Delaware Law Pitfalls in IPOs,” Business Law Today, American Bar Association, (November 2013)

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2013-11-01 14:11:29 http://www.mnat.com/blog/delaware-law-pitfalls-in-ipos/
Delaware Supreme Court Peierls Opinions http://www.mnat.com/blog/delaware-supreme-court-peierls-opinions/ On October 4, 2013, the Delaware Supreme Court issued three related en banc opinions in the Peierls consent petition matters which were the subject of three notable Court of Chancery decisions near the end of 2012.  See IMO: Peierls Family Inter Vivos Trusts, No. 16812 (Del. Oct. 4, 2013); IMO: Ethel F. Peierls Charitable Lead Trust, No. 16811 (Del. Oct. 4, 2013); and IMO: Peierls Family Testamentary Trusts, No. 16810 (Del. Oct. 4, 2013). [Morris Nichols Trusts, Estates and Tax Group’s discussion of the lower court opinions can be found here.] These landmark opinions have a significant impact on the field of Delaware trust law, clarifying when Delaware law governs the administration of trusts migrating to Delaware, the Delaware court’s jurisdiction and its role with respect to trust modifications, instructions and other matters. Most notably, the Court held that absent evidence that a settlor intended that the laws governing the administration of a trust at its inception shall always govern administration, a settlor’s choice of governing law is not absolute and unchangeable. Under the Peierls decisions, Delaware law will govern the administration of any trust that allows for the appointment of a successor trustee without geographic limitation once the Delaware trustee is appointed and the trust is administered in Delaware, unless a choice of law provision expressly provides that another jurisdiction’s laws shall always govern.

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2013-10-08 15:28:50 http://www.mnat.com/blog/delaware-supreme-court-peierls-opinions/
Your Law Practice CLE http://www.mnat.com/blog/your-law-practice-cle/ R. Judson Scaggs, Jr. (Faculty), Your Law Practice CLE, Delaware State Bar Association, Wilmington, Del. (Oct. 1, 2013)

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2013-10-01 19:16:44 http://www.mnat.com/blog/your-law-practice-cle/
Court of Chancery – “Don’t Ask/Don’t Waive” & Attorneys’ Fees http://www.mnat.com/blog/court-of-chancery-don-t-ask-don-t-waive-attorneys-fees/ In a recent bench ruling, the Court of Chancery further refined its law both as to the substantive validity of a “don’t ask/don’t waive” provision coupled with a negative covenant against waiving such a provision, and as to procedural questions regarding attorneys’ fees in class action lawsuits.  The attached memorandum, prepared jointly by members of our corporate counseling group and corporate litigation group, discusses these twin developments.  In addition to the substantive and procedural developments discussed in the memorandum, the bench ruling serves as a reminder of the interconnected nature of transaction advice and litigation advice with respect to M&A transactions.

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2013-10-01 15:13:02 http://www.mnat.com/blog/court-of-chancery-don-t-ask-don-t-waive-attorneys-fees/
Third Circuit Affirms Ruling Enjoining Delaware’s Arbitration Program http://www.mnat.com/blog/third-circuit-affirms-ruling-enjoining-delaware-s-arbitration-program/ A three-judge panel of the U.S. Court of Appeals for the Third Circuit—issuing three opinions, a majority, concurrence, and dissent—today affirmed a district court ruling enjoining the Delaware Court of Chancery’s arbitration program.

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2013-10-01 15:10:57 http://www.mnat.com/blog/third-circuit-affirms-ruling-enjoining-delaware-s-arbitration-program/
Unclaimed Property: Holder Beware http://www.mnat.com/blog/unclaimed-property-holder-beware-practical-law-journal/ Walt Tuthill, Morris Nichols Commercial Law Counseling Group partner, and associate R. Jason Russell, co-authored "Unclaimed Property: Holder Beware" for Practical Law Company’s Practice Note series.

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2013-10-01 13:25:23 http://www.mnat.com/blog/unclaimed-property-holder-beware-practical-law-journal/
Pre-marital Planning with Asset Protection Trusts http://www.mnat.com/blog/pre-marital-planning-with-asset-protection-trusts/ Morris Nichols Trusts, Estates & Tax Group partner Thomas Pulsifer served as a featured speaker on a panel during the 2013 Delaware Trust Conference at the Hotel du Pont in Wilmington, Del. from Oct. 1 to 2, 2013.

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2013-10-01 12:01:31 http://www.mnat.com/blog/pre-marital-planning-with-asset-protection-trusts/
Trust Migration and Modification http://www.mnat.com/blog/trust-migration-and-modification/ Morris Nichols Trusts, Estates & Tax Group partners Todd Flubacher and Thomas Pulsifer served as featured speakers on separate panels during the 2013 Delaware Trust Conference at the Hotel du Pont in Wilmington, Del. from Oct. 1 to 2, 2013.

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2013-10-01 11:59:54 http://www.mnat.com/blog/trust-migration-and-modification/
Corporate Law & Governance Developments: Delaware & Beyond http://www.mnat.com/blog/corporate-law-governance-developments-delaware-beyond/ Bill Lafferty, Morris Nichols corporate and business litigation group partner, served as Institute Faculty and spoke on the panel for “Corporate Law & Governance Developments: Delaware & Beyond” at the 10th Annual Institute on Mergers & Acquisitions and Corporate Governance at the New York City Club Hotel, New York City, Sept. 27, 2013.

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2013-09-27 14:28:13 http://www.mnat.com/blog/corporate-law-governance-developments-delaware-beyond/
Getting Paid: A Discussion of the Ins and Outs of the Revised United States Trustee Fee Guidelines http://www.mnat.com/blog/getting-paid-a-discussion-of-the-ins-and-outs-of-the-revised-united-states-trustee-fee-guidelines/ As Co-Chair of the Bankruptcy Section of the Federal Bar Association, Curtis Miller, Morris Nichols Business Reorganization & Restructuring partner, developed the program “Getting Paid: A Discussion of the Ins and Outs of the Revised United States Trustee Fee Guidelines” hosted at Morris Nichols on Sept. 25, 2013.

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2013-09-25 20:19:56 http://www.mnat.com/blog/getting-paid-a-discussion-of-the-ins-and-outs-of-the-revised-united-states-trustee-fee-guidelines/
Court of Chancery Addresses Sale of Venture Capital Backed Company http://www.mnat.com/blog/court-of-chancery-addresses-sale-of-venture-capital-backed-company/ An opinion issued August 16, 2013, by the Court of Chancery, In re TRADOS Incorporated Shareholder Litigation, provides useful guidance for venture capital firms, venture-backed companies, and their respective advisors, on how to approach the sale of a venture-backed concern whose common equity is underwater. The Court held that the directors of a company did not breach their fiduciary duties in approving a transaction where the common stock received no consideration because, under the company’s operative business plan, “the common stock had no economic value.”

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2013-08-20 14:49:50 http://www.mnat.com/blog/court-of-chancery-addresses-sale-of-venture-capital-backed-company/
Trust Act 2013 Changes to the Delaware Code http://www.mnat.com/blog/trust-act-2013-changes-to-the-delaware-code/ On August 6, 2013, Delaware Governor Jack Markell signed Trust Act 2013 into law, effective immediately upon signing. Trust Act 2013 provides advancements in Delaware trust law that will provide settlors, beneficiaries and fiduciaries of trusts with more tools and greater flexibility to accomplish their various objectives including, most importantly, a statute that permits the use of “nonjudicial settlement agreements” in Delaware.

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2013-08-12 15:29:37 http://www.mnat.com/blog/trust-act-2013-changes-to-the-delaware-code/
Spotlight on Human Trafficking: New Law and Next Steps http://www.mnat.com/blog/spotlight-on-human-trafficking-new-law-and-next-steps/ Michael Houghton, Morris Nichols Commercial Law Counseling Group partner, was a featured panelist for Spotlight on Human Trafficking: New Law and Next Steps at the 2013 ABA Annual Meeting.  Mike was joined on the panel by ABA President Laurel Bellows.  Supreme Court Justice Anthony Kennedy attended the session and spoke on the issue.

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2013-08-11 13:44:45 http://www.mnat.com/blog/spotlight-on-human-trafficking-new-law-and-next-steps/
Checking In on the Supremes: Recent Decisions and Key Supreme Court Decisions Revisited, Including Stern v. Marshall http://www.mnat.com/blog/checking-in-on-the-supremes-recent-decisions-and-key-supreme-court-decisions-revisited-including-stern-v-marshall/ Gregory W. Werkheiser, “Checking In on the Supremes: Recent Decisions and Key Supreme Court Decisions Revisited, Including Stern v. Marshall,” American Bankruptcy Institute Mid-Atlantic Bankruptcy Workshop (Aug. 8-10, 2013)

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2013-08-08 12:35:12 http://www.mnat.com/blog/checking-in-on-the-supremes-recent-decisions-and-key-supreme-court-decisions-revisited-including-stern-v-marshall/
Delaware General Corporation Law Amended August 1, 2013 http://www.mnat.com/blog/delaware-general-corporation-law-amended-august-1-2013/ In its latest session, the Delaware legislature enacted several amendments to the General Corporation Law (the “DGCL”). Unless otherwise noted, the amendments will become effective today.  The amendments are significant because several new provisions have been added to the DGCL, including provisions that (1) permit a second-step merger to be completed following a tender or exchange offer without a stockholder vote if certain conditions are satisfied and (2) create new procedures to allow corporations to ratify defective corporate acts. The amendments also make a number of technical and clarifying changes.

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2013-08-01 14:50:40 http://www.mnat.com/blog/delaware-general-corporation-law-amended-august-1-2013/
Delaware Alternative Entity Statutes Amended http://www.mnat.com/blog/delaware-alternative-entity-statutes-amended/ In its latest session, the Delaware legislature enacted several significant amendments 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’’). The amendments will become effective on August 1, 2013.

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2013-07-30 14:30:23 http://www.mnat.com/blog/delaware-alternative-entity-statutes-amended/
Delaware General Corporation Law Amended to Authorize Public Benefit Corporations http://www.mnat.com/blog/delaware-general-corporation-law-amended-to-authorize-public-benefit-corporations/ Beginning on August 1, 2013, the Delaware General Corporation Law will authorize the formation of public benefit corporations. The new provisions will allow entrepreneurs and investors to create for-profit Delaware corporations that are charged with promoting public benefits. These provisions modify the fiduciary duties of directors of PBCs by requiring them to balance such benefits with the economic interests of stockholders. In addition, the new provisions will require public benefit corporations to report to their stockholders with respect to the advancement of such non-stockholder interests.

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2013-07-25 14:51:38 http://www.mnat.com/blog/delaware-general-corporation-law-amended-to-authorize-public-benefit-corporations/
2013 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes http://www.mnat.com/blog/2013-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/ Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and Melissa DiVincenzo, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored 2013 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes appearing in the July 19, 2013 edition of Corporate Accountability Report, a publication of Bloomberg BNA.

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2013-07-19 14:08:28 http://www.mnat.com/blog/2013-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/
DINGed, But Not Dented http://www.mnat.com/blog/dinged-but-not-dented/ Trusts, Estates & Tax Group partner Todd Flubacher authored ”DINGed, But Not Dented” featured in the July 2013 edition of Trusts & Estates.

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2013-07-07 10:12:01 http://www.mnat.com/blog/dinged-but-not-dented/
Exit Stage Left: Getting Out of Your Limited Liability Company http://www.mnat.com/blog/exit-stage-left-getting-out-of-your-limited-liability-company/ Tarik Haskins, partner in the Morris Nichols Delaware Commercial Law Counseling Group, authored “Exit Stage Left: Getting Out of Your Limited Liability Company” featured in the July 2013 Edition of Business Law Today, a publication of the ABA's Business Law Section.

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2013-07-01 16:00:12 http://www.mnat.com/blog/exit-stage-left-getting-out-of-your-limited-liability-company/
Forum Selection Bylaws: Where We Are and Where We Go from Here http://www.mnat.com/blog/forum-selection-bylaws-where-we-are-and-where-we-go-from-here/ Rick Alexander, James Honaker, and Daniel Matthews authored “Forum Selection Bylaws: Where We Are and Where We Go from Here,” published in the July 2013 Securities Litigation section of Insights: The Corporate & Securities Advisor (Vol. 27, No. 7).

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2013-07-01 14:50:51 http://www.mnat.com/blog/forum-selection-bylaws-where-we-are-and-where-we-go-from-here/
Delaware Court of Chancery Upholds Forum Selection Bylaws http://www.mnat.com/blog/delaware-court-of-chancery-upholds-forum-selection-bylaws/ In an Opinion issued on June 25, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery upheld the facial validity of forum section bylaws adopted by the boards of directors of Chevron Corporation and FedEx Corporation. In light of the recent significant increase in multi-jurisdictional litigation involving corporate issues, Delaware corporations may wish to consider whether to implement a similar provision.

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2013-06-01 15:16:28 http://www.mnat.com/blog/delaware-court-of-chancery-upholds-forum-selection-bylaws/
Delaware Chancery Court Finds Board Likely Breached Duty of Care by Failing to Waive Standstills http://www.mnat.com/blog/delaware-chancery-court-finds-board-likely-breached-duty-of-care-by-failing-to-waive-standstills/ Frank Aquila, Joseph Frumkin, Alexandra Korry, Jason S. Tyler, Krishna Veeraraghavan, “Delaware Chancery Court Finds Board Likely Breached Duty of Care by Failing to Waive Standstills,” Business Law Currents (May 30, 2013)

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2013-05-30 13:36:43 http://www.mnat.com/blog/delaware-chancery-court-finds-board-likely-breached-duty-of-care-by-failing-to-waive-standstills/
The Board's Role in Retaining, Managing and Relying on Financial Advisors in M&A Transactions http://www.mnat.com/blog/the-board-s-role-in-retaining-managing-and-relying-on-financial-advisors-in-m-a-transactions/ Patricia O. Vella served as a panelist for “The Board’s Role in Retaining, Managing and Relying on Financial Advisors in M&A Transactions” presented by Bloomberg Law and the ABA Business Law Section Mergers and Acquisitions Committee Financial Advisor Task Force on Wednesday, May 22, 2013, at Bloomberg LP in New York City.

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2013-05-22 20:05:34 http://www.mnat.com/blog/the-board-s-role-in-retaining-managing-and-relying-on-financial-advisors-in-m-a-transactions/
Confidentiality and Standstill Agreements: Recent Delaware Law Development http://www.mnat.com/blog/confidentiality-and-standstill-agreements-recent-delaware-law-development/ Patricia O. Vella, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored “Confidentiality and Standstill Agreements: Recent Delaware Law Developments” featured in the May 22, 2013 edition of The Review of Securities & Commodities Regulation.

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2013-05-22 19:44:40 http://www.mnat.com/blog/confidentiality-and-standstill-agreements-recent-delaware-law-development/
Considerations for Contractual Provisions Extending Statutes of Limitations http://www.mnat.com/blog/considerations-for-contractual-provisions-extending-statutes-of-limitations-2013/ Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and Melissa DiVincenzo, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored “Considerations for Contractual Provisions Extending Statutes of Limitations” presented at the 2013 Working Group on Legal Opinions Spring Seminar in New York City, May 14, 2013.

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2013-05-01 16:40:32 http://www.mnat.com/blog/considerations-for-contractual-provisions-extending-statutes-of-limitations-2013/
Delaware Court of Chancery Applies the Business Judgment Rule to a Squeeze Out Transaction http://www.mnat.com/blog/delaware-court-of-chancery-applies-the-business-judgment-rule-to-a-squeeze-out-transaction/ In a much anticipated decision, In re MFW Shareholders Litigation, Chancellor Strine applied the business judgment rule to a going-private transaction with a controlling stockholder because the transaction was conditioned upfront on approval by both an independent committee and a majority-of-the-minority stockholder vote.  Applying this standard, the Court granted summary judgment dismissing all claims against defendants.

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2013-05-01 15:17:06 http://www.mnat.com/blog/delaware-court-of-chancery-applies-the-business-judgment-rule-to-a-squeeze-out-transaction/
Breacher Beware: Contract Damages in Delaware M&A Decisions http://www.mnat.com/blog/breacher-beware-contract-damages-in-delaware-m-a-decisions/ Jeff Wolters authored “Breacher Beware: Contract Damages in Delaware M&A Decisions” appearing in the Delaware Insider section of the April 2013 issue of the ABA’s Business Law Today.

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2013-05-01 14:13:33 http://www.mnat.com/blog/breacher-beware-contract-damages-in-delaware-m-a-decisions/
Trust Merger: What's Good for the Goose Is Good for the Gander http://www.mnat.com/blog/trust-merger-what-s-good-for-the-goose-is-good-for-the-gander/ Trusts, Estates & Tax Group partner Todd Flubacher authored “Trust Merger: What’s Good for the Goose Is Good for the Gander” featured in the Spring 2013 edition of Delaware Banker.

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2013-05-01 10:13:47 http://www.mnat.com/blog/trust-merger-what-s-good-for-the-goose-is-good-for-the-gander/
M&A Key Delaware Rulings and Recent Developments http://www.mnat.com/blog/m-a-key-delaware-rulings-and-recent-developments/ Patricia O. Vella served as a speaker for the Strafford Webinar/Teleconference panel entitled, “M&A Key Delaware Rulings and Recent Developments,” broadcast April 18, 2013.

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2013-04-18 20:00:27 http://www.mnat.com/blog/m-a-key-delaware-rulings-and-recent-developments/
Peierls Decisions http://www.mnat.com/blog/peierls-decisions/ Three recent Court of Chancery (the “Court”) opinions all involving related trusts, indicate that some of the relief traditionally granted in response to trust consent petitions filed pursuant to Court Rules 100-104 (the “Rules”) may no longer be granted by the Court. See In Re The Ethel F. Peierls Charitable Lead Unitrust, C.M. No. 16811-N-VCL (December 10, 2012); In Re The Peierls Family Inter Vivos Trusts, Consolidated C.M. No. 16812-N-VCL (December 10, 2012); In Re The Peierls Family Testamentary Trusts, Consolidated C.M. No. 16810-N-VCL (December 11, 2012). These opinions have important consequences for the consent petition process sanctioned by the Rules, as the opinions concern (i) moving a trust to Delaware and making modifications to the governing instrument to take advantage of favorable Delaware law, (ii) asking the Court to accept jurisdiction over a trust, (iii) seeking confirmation that Delaware law governs the administration of a trust after a Delaware trustee is appointed, (iv) transferring the situs of a trust to Delaware, and (v) seeking an order from the Court when the requested relief is expressly allowed under the terms of the trust instrument or applicable law. At this time, the Peierls cases have been appealed to the Delaware Supreme Court.

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2013-04-18 15:30:44 http://www.mnat.com/blog/peierls-decisions/
Delaware Bankruptcy Court Releases 2013 Local Rule Amendments http://www.mnat.com/blog/delaware-bankruptcy-court-releases-2013-local-rule-amendments/ The United States Bankruptcy Court for the District of Delaware (the “Delaware Bankruptcy Court”) released the 2013 version of the Local Rules for the United States Bankruptcy Court District of Delaware (Effective February 1, 2013) (the “Local Rules”). As a courtesy to our clients and friends, Morris Nichols’ Business Reorganization and Restructuring Group has summarized the most significant additions and changes to the Local Rules relevant to the business bankruptcy practice in the Delaware Bankruptcy Court. For your reference, we also provide links to the updated 2013 Local Rules and a redline version of the 2013 Local Rules marked to show changes against the 2012 Local Rules.

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2013-04-15 14:20:25 http://www.mnat.com/blog/delaware-bankruptcy-court-releases-2013-local-rule-amendments/
Liability Exposure for Delaware Incorporated Companies – The Risk of an Escheat Audit and Delaware’s New Voluntary Disclosure Program to Avoid Penalties http://www.mnat.com/blog/jeff-wolters-mike-houghton-featured-authors-in-terralex-connections-liability-exposure-for-delaware-incorporated-companies/ Jeff Wolters, Morris Nichols Corporate Law Counseling Group partner, and Mike Houghton, Morris Nichols Unclaimed Property Law Counseling Group partner, co-authored Liability Exposure for Delaware Incorporated Companies – The Risk of an Escheat Audit and Delaware’s New Voluntary Disclosure Program to Avoid Penalties  appearing in the April 2013 issue of TerraLex Connections.

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2013-04-02 15:47:40 http://www.mnat.com/blog/jeff-wolters-mike-houghton-featured-authors-in-terralex-connections-liability-exposure-for-delaware-incorporated-companies/
Delaware Supreme Court Reverses Court of Chancery's Opinion Refusing to Dismiss BOTOX Derivation Action http://www.mnat.com/blog/delaware-supreme-court-reverses-court-of-chancery-s-opinion-refusing-to-dismiss-botox-derivation-action/ In a unanimous decision issued on April 4, 2013, the Delaware Supreme Court reversed the Court of Chancery’s denial of the defendants’ motion to dismiss a stockholder derivative action arising out of the alleged improper marketing of BOTOX by Allergan, Inc.

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2013-04-01 15:19:46 http://www.mnat.com/blog/delaware-supreme-court-reverses-court-of-chancery-s-opinion-refusing-to-dismiss-botox-derivation-action/
The Uncertain Relationship Between Fiduciary Waivers & The Implied Covenant of Good Faith in Delaware Alternative Entity Law http://www.mnat.com/blog/the-uncertain-relationship-between-fiduciary-waivers-the-implied-covenant-of-good-faith-in-delaware-alternative-entity-law/ Krishna Veeraraghavan, Jason S. Tyler, “The Uncertain Relationship Between Fiduciary Waivers & the Implied Covenant of Good Faith in Delaware Alternative Entity Law,” The M&A Lawyer, at 21 (April 2013)

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2013-04-01 13:38:37 http://www.mnat.com/blog/the-uncertain-relationship-between-fiduciary-waivers-the-implied-covenant-of-good-faith-in-delaware-alternative-entity-law/
Qualitative Disclosure & Financial Projects: Overshadowed Lessons from In re Ancestry.com http://www.mnat.com/blog/qualitative-disclosure-financial-projects-overshadowed-lessons-from-in-re-ancestry-com/ Krishna Veeraraghavan, Jason S. Tyler, “Qualitative Disclosure & Financial Projects: Overshadowed Lessons from In re Ancestry.com,” The CLS Blue Sky Blog (March 22, 2013)

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2013-03-22 13:44:19 http://www.mnat.com/blog/qualitative-disclosure-financial-projects-overshadowed-lessons-from-in-re-ancestry-com/
PLR 201310002 and its Implications for DING Trusts http://www.mnat.com/blog/plr-201310002-and-its-implications-for-ding-trusts/ On March 8, 2013, the IRS released PLR 201310002, another favorable ruling addressing the gift and income tax consequences of a so-called “DING trust” (The acronym stands for Delaware Incomplete Gift Non-Grantor Trust). If the trust is created in a state, such as Delaware, that does not tax income and capital gains accumulated in the trust, the trust can be a powerful state income tax planning vehicle for settlors living in states that would not tax the trust’s accumulated income and capital gains merely because the settlor resides in that state or because of some other connection between the trust and the settlor’s home state.

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2013-03-21 15:32:13 http://www.mnat.com/blog/plr-201310002-and-its-implications-for-ding-trusts/
U.S. Boards Have Higher Barrier to Blocking Dissident Slates, under Delaware Ruling in Hedge-Fund Case http://www.mnat.com/blog/u-s-boards-have-higher-barrier-to-blocking-dissident-slates-under-delaware-ruling-in-hedge-fund-case/ Alexandra Korry, Joseph Frumkin, Jason Tyler, “U.S. Boards Have Higher Barrier to Blocking Dissident Slates, under Delaware Ruling in Hedge-Fund Case,” Thomson Reuters Accelus (March 21, 2013)

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2013-03-21 13:48:28 http://www.mnat.com/blog/u-s-boards-have-higher-barrier-to-blocking-dissident-slates-under-delaware-ruling-in-hedge-fund-case/
Recent Delaware Developments: Three Cases with Surprising Outcomes that Reinforce Traditional Fiduciary Principles http://www.mnat.com/blog/recent-delaware-developments-three-cases-with-surprising-outcomes-that-reinforce-traditional-fiduciary-principles/ Krishna Veeraraghavan, Jason S. Tyler, “Recent Delaware Developments: Three Cases with Surprising Outcomes that Reinforce Traditional Fiduciary Principles,” The CLS Blue Sky Blog (March 13, 2013)

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2013-03-13 13:50:32 http://www.mnat.com/blog/recent-delaware-developments-three-cases-with-surprising-outcomes-that-reinforce-traditional-fiduciary-principles/
Important Provisions—Practical Considerations of U.S. Bankruptcy Law http://www.mnat.com/blog/important-provisions-practical-considerations-of-u-s-bankruptcy-law/ Eric Schwartz, Morris Nichols Business Reorganization & Restructuring Group partner, presented Important Provisions - Practical Considerations of U.S Bankruptcy Law to a select group of blue-chip Austrian companies during a seminar arranged by the TerraLex Austrian law firm of Fellner Wratzfeld & Partner and its partner Paul Luiki.  The presentation was video co-hosted live from Wilmington, Delaware and Vienna, Austria.

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2013-02-14 20:20:03 http://www.mnat.com/blog/important-provisions-practical-considerations-of-u-s-bankruptcy-law/
Delaware Court of Chancery Rule 101 and 104 Amended; New Rule 5.1 http://www.mnat.com/blog/delaware-court-of-chancery-rule-101-and-104-amended-new-rule-5-1/ On October 31, 2012, Chancellor Leo E. Strine, Jr. signed Amendments to Court of Chancery Rules 101 and 104. These changes took effect on December 1, 2012. Court of Chancery Rules 100 through 104 address the procedures and requirements for the Delaware trust consent petition practice and, following these amendments, also apply to any other action, including contested trust litigation, involving the modification of a trust.

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2013-02-14 15:32:52 http://www.mnat.com/blog/delaware-court-of-chancery-rule-101-and-104-amended-new-rule-5-1/
Confidentiality Agreements and Standstill Agreements http://www.mnat.com/blog/confidentiality-agreements-and-standstill-agreements/ Patricia O. Vella served as a panelist for the session entitled “Confidentiality Agreements and Standstill Agreements,” at The University of Texas School of Law’s 35th Annual Conference on Securities Regulation and Business Law in Dallas, Texas, on Feb. 8, 2013.

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2013-02-08 20:01:45 http://www.mnat.com/blog/confidentiality-agreements-and-standstill-agreements/
2013 Summary of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2013-summary-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2013 Summary of Delaware Case Law Relating to Alternative Entities,” 2013 Annual Meeting of ABA, Section of Business Law (Feb. 1, 2013)

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2013-02-01 15:34:53 http://www.mnat.com/blog/2013-summary-of-delaware-case-law-relating-to-alternative-entities/
2013 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2013-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2013 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2013 Annual Meeting of ABA, Section of Business Law (Feb. 1, 2013)

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2013-02-01 15:33:29 http://www.mnat.com/blog/2013-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
Delaware Enjoins “Don't Ask, Don't Waive” Standstill Provision But Holds Not Per Se Unenforceable (and Use & Effect Should Be Disclosed) http://www.mnat.com/blog/delaware-enjoins-don-t-ask-don-t-waive-standstill-provision-but-holds-not-per-se-unenforceable-and-use-effect-should-be-disclosed/ Alexandra Korry, Mary Grendell, Jason S. Tyler, “Delaware Enjoins “Don’t Ask, Don’t Waive” Standstill Provision But Holds Not Per Se Unenforceable (and Use & Effect Should Be Disclosed),” Deal Lawyers, at 12 (Jan./Feb. 2013)

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2013-01-30 13:52:32 http://www.mnat.com/blog/delaware-enjoins-don-t-ask-don-t-waive-standstill-provision-but-holds-not-per-se-unenforceable-and-use-effect-should-be-disclosed/
Pending Legislation to Amend Delaware’s Unclaimed Property Statue Would Create Additional Incentive for Holders to Participate in New Voluntary Disclosure Program http://www.mnat.com/blog/Pending-Legislation-to-Amend-Delawares-Unclaimed-Property-Statue-Would-Create-Additional-Incentive-for-Holders-to-Participate-in-New-Voluntary-Disclosure-Program/ House Bill 2 extends filing period and expands scope of eligible holders.

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2013-01-05 14:54:41 http://www.mnat.com/blog/Pending-Legislation-to-Amend-Delawares-Unclaimed-Property-Statue-Would-Create-Additional-Incentive-for-Holders-to-Participate-in-New-Voluntary-Disclosure-Program/
Using Limited Liability Company Interests and Limited Partnership Interests as Collateral http://www.mnat.com/blog/using-limited-liability-company-interests-and-limited-partnership-interests-as-collateral/ Tarik J. Haskins, “Using Limited Liability Company Interests and Limited Partnership Interests as Collateral,” ABA Business Law Today (Jan. 2013)

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2013-01-01 16:01:31 http://www.mnat.com/blog/using-limited-liability-company-interests-and-limited-partnership-interests-as-collateral/
Evans v. Michigan: The Impact of Judicial Error on Double Jeopardy Protection http://www.mnat.com/blog/evans-v-michigan-the-impact-of-judicial-error-on-double-jeopardy-protection/ Zi-Xiang Shen, Evans v. Michigan: The Impact of Judicial Error on Double Jeopardy Protection, 8 Duke J. Const. L. & Pub. Pol’y Sidebar 89 (2013).

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2013-01-01 15:47:16 http://www.mnat.com/blog/evans-v-michigan-the-impact-of-judicial-error-on-double-jeopardy-protection/
Shhh . . . Secret Arbitration in Process: The Unconstitutionality of Delaware's Chancery Arbitrations http://www.mnat.com/blog/shhh-secret-arbitration-in-process-the-unconstitutionality-of-delaware-s-chancery-arbitrations/ Matthew R. Koch, Shhh . . . Secret Arbitration in Process: The Unconstitutionality of Delaware’s Chancery Arbitrations, 118 Penn St. L. Rev. 437 (2013).

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2013-01-01 15:45:44 http://www.mnat.com/blog/shhh-secret-arbitration-in-process-the-unconstitutionality-of-delaware-s-chancery-arbitrations/
Recent Delaware Decisions Guide US & Foreign Companies http://www.mnat.com/blog/recent-delaware-decisions-guide-us-foreign-companies/ Jeff Wolters, Morris Nichols Corporate Law Counseling Group partner, authored Decisions in Delaware Offer Important Guidance for US and Foreign Companies appearing in the December 2012 issue of TerraLex Connections.

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2013-01-01 14:53:24 http://www.mnat.com/blog/recent-delaware-decisions-guide-us-foreign-companies/
Analysis of 2013 Amendments to the Delaware General Corporation Law http://www.mnat.com/blog/analysis-of-2013-amendments-to-the-delaware-general-corporation-law/ James D. Honaker, Jeffrey R. Wolters, “Analysis of 2013 Amendments to the Delaware General Corporation Law,” Aspen Publishers, Inc.

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2013-01-01 14:20:58 http://www.mnat.com/blog/analysis-of-2013-amendments-to-the-delaware-general-corporation-law/
Docket Dividends: Growth in Shareholder Litigation Leads to Refinements in Chancery Procedures http://www.mnat.com/blog/docket-dividends-growth-in-shareholder-litigation-leads-to-refinements-in-chancery-procedures/ Donald F. Parsons, Jr.;  Jason S. Tyler, “Docket Dividends: Growth in Shareholder Litigation Leads to Refinements in Chancery Procedures,” 70 WASH. & LEE. L. REV. 473 (2013)

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2013-01-01 13:32:44 http://www.mnat.com/blog/docket-dividends-growth-in-shareholder-litigation-leads-to-refinements-in-chancery-procedures/
Shareholder Democracy: Good, Bad or Unimportant? http://www.mnat.com/blog/shareholder-democracy-good-bad-or-unimportant/ Please insert excerpt info here.

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2012-12-10 20:29:36 http://www.mnat.com/blog/shareholder-democracy-good-bad-or-unimportant/
Decisions in Delaware Offer Important Guidance for U.S. and Foreign Companies http://www.mnat.com/blog/decisions-in-delaware-offer-important-guidance-for-u-s-and-foreign-companies/ Jeffrey Wolters authored “Decisions in Delaware Offer Important Guidance for U.S. and Foreign Companies,” appearing in the December 2012 issue of TerraLex Connections.

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2012-12-01 14:15:18 http://www.mnat.com/blog/decisions-in-delaware-offer-important-guidance-for-u-s-and-foreign-companies/
2012 Estate Planning Opportunities http://www.mnat.com/blog/2012-estate-planning-opportunities/ Kimberly Gill McKinnon (Panelist), “2012 Estate Planning Opportunities,” Delaware Tax Institute (Nov. 16, 2012)

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2012-11-16 14:01:54 http://www.mnat.com/blog/2012-estate-planning-opportunities/
Commentary on Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies http://www.mnat.com/blog/commentary-on-freedom-of-contract-and-default-contractual-duties-in-delaware-limited-partnerships-and-limited-liability-companies/ Louis G. Hering, “Commentary on Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies,” The Institute of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties in LLCs and LPs (2012)

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2012-11-01 20:14:46 http://www.mnat.com/blog/commentary-on-freedom-of-contract-and-default-contractual-duties-in-delaware-limited-partnerships-and-limited-liability-companies/
Using Limited Liability Company Interests and Limited Partnership Interests as Collateral http://www.mnat.com/blog/using-limited-liability-company-interests-and-limited-partnership-interests-as-collateral-2012/ Tarik Haskins, partner in the Morris Nichols Delaware Commercial Law Counseling Group, is the featured author of “Using Limited Liability Company Interests and Limited Partnership Interests as Collateral” appearing in the Fall 2012 Edition of the ABA’s Commercial Law Newsletter, a joint publication of the Commercial Finance and Uniform Commercial Code Committees of the ABA’s Business Law Section.

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2012-11-01 16:51:40 http://www.mnat.com/blog/using-limited-liability-company-interests-and-limited-partnership-interests-as-collateral-2012/
Delaware Court of Chancery Adopts New Rule Revising Its Procedures for Filing Confidential Documents http://www.mnat.com/blog/delaware-court-of-chancery-adopts-new-rule-revising-its-procedures-for-filing-confidential-documents/ The Delaware Court of Chancery amended its rules governing confidential Court filings, in order to protect the public’s right of access to judicial proceedings, while balancing litigants’ legitimate needs for confidential treatment of certain information. Rule 5.1 replaces the previous Court of Chancery rule on confidentiality (Rule 5(g)). When Rule 5.1 becomes effective on January 1, 2013, it will apply to all pending and subsequently filed cases. The new rule updates the procedures for filing confidential documents; clarifies which types of information qualify for confidential treatment; and gives parties a longer time to file redacted, public versions of documents while requiring that documents be unsealed if the public versions are not timely filed.

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2012-11-01 15:20:37 http://www.mnat.com/blog/delaware-court-of-chancery-adopts-new-rule-revising-its-procedures-for-filing-confidential-documents/
Delaware Supreme Court Addresses Default Fiduciary Duties http://www.mnat.com/blog/delaware-supreme-court-addresses-default-fiduciary-duties/ The Delaware Supreme Court recently released its per curiam opinion in the Gatz Properties, LLC v. Auriga Capital Corporation case. The opinion has garnered significant attention for its position on default fiduciary duties, that is, the duties that apply in the absence of applicable contract provisions.

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2012-11-01 14:32:39 http://www.mnat.com/blog/delaware-supreme-court-addresses-default-fiduciary-duties/
Delaware Intellectual Property Litigation Newsletter: Delaware ANDA Cases http://www.mnat.com/blog/delaware-intellectual-property-litigation-newsletter/ In all six patent infringement opinions issued in cases between branded pharmaceutical companies and generic pharmaceutical companies under the Hatch-Waxman Act thus far in 2012 in the District of Delaware, the Court has ruled in favor of the branded pharmaceutical companies, finding their patents valid and infringed. Morris Nichols represented the plaintiff in five of those six cases.

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2012-11-01 13:35:53 http://www.mnat.com/blog/delaware-intellectual-property-litigation-newsletter/
Developments in Seller Liability in M&A http://www.mnat.com/blog/developments-in-seller-liability-in-m-a/ Patricia O. Vella served on the panel “Developments in Seller Liability in M&A” at The University of Texas School of Law’s 8th Annual Mergers and Acquisitions Institute in Dallas on Oct. 19, 2012.

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2012-10-19 19:58:33 http://www.mnat.com/blog/developments-in-seller-liability-in-m-a/
Chancery Court Repeals Consent Petition Standing Order http://www.mnat.com/blog/chancery-court-repeals-consent-petition-standing-order/ On September 24, 2012, the Court of Chancery of the State of Delaware issued a new Standing Order which revokes several existing Standing Orders of the Court because they have been rendered moot or have been superseded by a new Court Rule.  Among the Standing Orders that were revoked was the June 2, 2010 Standing Order entered by Chancellor Chandler (In re: Procedure for Filing Consent Petitions for Trust Matters with the Register in Chancery).  The content of that June 2, 2010 Order is now covered by Chancery Court Rules 100 through 103, which were enacted earlier this year.  To be clear, the June 2, 2010 Standing Order has been revoked and is now null and void. 

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2012-10-12 15:33:53 http://www.mnat.com/blog/chancery-court-repeals-consent-petition-standing-order/
A Case Against the Entire Market Value Rule http://www.mnat.com/blog/a-case-against-the-entire-market-value-rule/ Anthony D. Raucci, “A Case Against the Entire Market Value Rule,” 69 Wash. & Lee L. Rev. 2233 (Fall 2012)

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2012-10-01 20:29:47 http://www.mnat.com/blog/a-case-against-the-entire-market-value-rule/
RR Donnelley SEC Hot Topics Institute: Key Issues in M&A http://www.mnat.com/blog/rr-donnelley-sec-hot-topics-institute-key-issues-in-m-a/ Patricia O. Vella served on the panel “Key Issues in M&A” at RR Donnelley’s SEC Hot Topics Institute, Sept. 27, 2012, in Houston, Tex.

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2012-09-27 19:57:16 http://www.mnat.com/blog/rr-donnelley-sec-hot-topics-institute-key-issues-in-m-a/
2012 Delaware Legislative Session http://www.mnat.com/blog/2012-delaware-legislative-session/ The 2012 Delaware legislative session ended this year on June 30th without the passage of any new legislation that updates or modifies Delaware's trust law statutes.  The only legislative act that is tangentially related to Delaware's trust industry was Senate Bill No. 247, which made several non-substantive clarifications and corrections to Delaware Durable Power of Attorney Act.  A Sub-Section of the Estates and Trusts Section of the Delaware State Bar Association is currently working with a Committee of members of the Delaware Court of Chancery to develop new legislation that is expected to be ready for enactment in 2013.

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2012-08-27 15:34:49 http://www.mnat.com/blog/2012-delaware-legislative-session/
2012 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes http://www.mnat.com/blog/2012-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/ Melissa A. DiVincenzo, Louis G. Hering, “2012 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes,” BNA’s Corporate Counsel Weekly, Vol. 256, No. 27 (Aug. 15, 2012)

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2012-08-15 15:18:58 http://www.mnat.com/blog/2012-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/
Dual Class Stock: Value Enhancer or Corporate Governance Killer? http://www.mnat.com/blog/dual-class-stock-value-enhancer-or-corporate-governance-killer/ Rick Alexander served as a program speaker for “Dual Class Stock: Value Enhancer or Corporate Governance Killer?” at the Business Law Section of the American Bar Association (ABA) at the 2012 ABA Annual Meeting in Chicago, Aug. 3-5, 2012.

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2012-08-03 19:12:07 http://www.mnat.com/blog/dual-class-stock-value-enhancer-or-corporate-governance-killer/
Structuring and Enforcing Rights and Preferences of Preferred Stockholders: What Recent Delaware Case Law Means for Issuers, Preferred Stockholders and Common Stockholders—How Much Can Preferred Be Preferred? http://www.mnat.com/blog/structuring-and-enforcing-rights-and-preferences-of-preferred-stockholders-what-recent-delaware-case-law-means-for-issuers-preferred-stockholders-and-common-stockholders-how-much-can-preferred-be-preferred/ Ken Nachbar served as a program speaker at The Business Law Section of the American Bar Association (ABA) at the 2012 ABA Annual Meeting in Chicago, Aug. 3-5, 2012.  Ken’s program, “Structuring and Enforcing Rights and Preferences of Preferred Stockholders: What Recent Delaware Case Law Means for Issuers, Preferred Stockholders and Common Stockholders—How Much Can Preferred Be Preferred?” discussed several Delaware cases from the perspective of an issuer, a preferred stockholder, and a common stockholder to illustrate how valuation professionals value preferred stock, the relationship between contract rights and preferences of preferred stockholders, and the interplay of contract law and fiduciary duty in determining the rights and duties affecting holders of preferred stock, based on the seminal decisions from the Delaware courts in the last several years.

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2012-08-03 19:10:25 http://www.mnat.com/blog/structuring-and-enforcing-rights-and-preferences-of-preferred-stockholders-what-recent-delaware-case-law-means-for-issuers-preferred-stockholders-and-common-stockholders-how-much-can-preferred-be-preferred/
Issues Confronted in Local Counsel Opinions http://www.mnat.com/blog/issues-confronted-in-local-counsel-opinions/ Lou Hering served as a program speaker at The Business Law Section of the American Bar Association (ABA) at the 2012 ABA Annual Meeting in Chicago, Aug. 3-5, 2012.  Lou’s program, “Issues Confronted in Local Counsel Opinions,” examined the types of legal opinions that are typically requested of and given by local counsel in multistate financing and corporate transactions. 

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2012-08-03 16:10:03 http://www.mnat.com/blog/issues-confronted-in-local-counsel-opinions/
The Tax Gobbledygook in LLC Agreements: How Business Lawyers Can Make Sense of “Capital Accounts” and “Allocations” and Why It Matters http://www.mnat.com/blog/the-tax-gobbledygook-in-llc-agreements-how-business-lawyers-can-make-sense-of-capital-accounts-and-allocations-and-why-it-matters/ Tarik served as speaker for the programs “The Tax Gobbledygook in LLC Agreements: How Business Lawyers Can Make Sense of “Capital Accounts” and “Allocations” and Why It Matters.” at The Business Law Section of the American Bar Association (ABA) at the 2012 ABA Annual Meeting in Chicago, Aug. 3-5, 2012.  The session focused on how LLCs are being used in deals today and how the “tax language” of the LLC agreement can have real non-tax business consequences and showed how the provisions on contributions, allocations, distributions, and capital accounts, though scattered around the typical LLC agreement, fit together like pieces of a puzzle and can affect both tax and non-tax aspects of the deal.  He was joined by Christopher M. Rosselli, General Attorney – Corporate Transactions, Delta Airlines.

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2012-08-03 16:08:28 http://www.mnat.com/blog/the-tax-gobbledygook-in-llc-agreements-how-business-lawyers-can-make-sense-of-capital-accounts-and-allocations-and-why-it-matters/
Splitting Up the Pie—Equity Compensation in Alternative Entities http://www.mnat.com/blog/splitting-up-the-pie-equity-compensation-in-alternative-entities/ Tarik served as speaker for the programs “Splitting Up the Pie—Equity Compensation in Alternative Entities” at The Business Law Section of the American Bar Association (ABA) at the 2012 ABA Annual Meeting in Chicago, Aug. 3-5, 2012.  The session discussed the tax, state and federal securities, and document drafting issues associated with granting equity interests as compensation to owners, employees, and contractors by LLCs, partnerships, and other unincorporated entities and contrasted these issues with the corresponding issues arising in the corporate context. He was joined by Robert Keatinge, Of Counsel, Holland & Hart LLP, and Bonnie J. Roe, Partner, Cohen & Gresser LLP. 

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2012-08-03 16:06:44 http://www.mnat.com/blog/splitting-up-the-pie-equity-compensation-in-alternative-entities/
Contractual Limitations on Extra Contractual Liabilities http://www.mnat.com/blog/contractual-limitations-on-extra-contractual-liabilities/ Patricia O. Vella served on the panel “Contractual Limitations on Extra Contractual Liabilities” at TexasBarCLE’s 11th Annual Advanced In-House Counsel Course, Aug. 2, 2012, at the Westin Galleria Hotel in Dallas.

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2012-08-02 19:56:00 http://www.mnat.com/blog/contractual-limitations-on-extra-contractual-liabilities/
Sunbeam Products: A Ray of Light for the Bankruptcy Treatment of Licenses Under Rejected Trademark Licenses? http://www.mnat.com/blog/sunbeam-products-a-ray-of-light-for-the-bankruptcy-treatment-of-licenses-under-rejected-trademark-licenses/ In Sunbeam Products, Inc., v. Chicago American Manufacturing, LLC, the Seventh Circuit, in a Judge Easterbrook authored opinion, became the first Circuit Court to issue a reported opinion directly considering and rejecting the decades old holding of the Fourth Circuit in Lubrizol Enterprises, Inc. v. Richmond Metal Finishers, Inc., that a licensee’s rights to use a licensed mark or intellectual property is necessarily lost upon debtor-licensor’s rejection of an executory license agreement. In so holding, the Sunbeam court reasoned that the enactment of section 365(n) of the Bankruptcy Code is irrelevant to the treatment of trademark licenses in bankruptcy and that nothing in section 365(g) deprives a non-debtor contracting party of rights not in the nature of specific performance. Thus, according to the Seventh Circuit, the trademark licensee in Sunbeam was permitted to continue to use the licensed marks notwithstanding a debtor-licensor’s rejection of the agreement containing the license. The Sunbeam decision has the potential to inject significant uncertainty into the Bankruptcy Code’s treatment of trademark licenses. But, its reach may extend well beyond that.

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2012-07-01 14:21:42 http://www.mnat.com/blog/sunbeam-products-a-ray-of-light-for-the-bankruptcy-treatment-of-licenses-under-rejected-trademark-licenses/
Delaware Governor Jack Markell Signs Into Law Senate Bill 258, Creating a Three-Year Voluntary Disclosure Opportunity for Holders of Unclaimed Property Managed by the Delaware Secretary of State http://www.mnat.com/blog/delaware-governor-jack-markell-signs-into-law/ New program features shorter look-back periods and reprieve from audit for participating holders. Proposed regulation would shorten look-back period for pending audits.

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2012-07-01 08:50:27 http://www.mnat.com/blog/delaware-governor-jack-markell-signs-into-law/
Amended Version of Senate Bill 258 Passes Delaware State Unanimously http://www.mnat.com/blog/delaware-unclaimed-property-law-update-6-22-2012/ Legislation would create a three-year voluntary disclosure opportunity for holders, managed by the Secretary of State, featuring “look-back” periods shortened by up to five years and reduced risk of audit for participants.

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2012-06-22 08:55:06 http://www.mnat.com/blog/delaware-unclaimed-property-law-update-6-22-2012/
Pending Legislation Would Create a Three-Year Voluntary Disclosure Opportunity for Holders, Managed by the Secretary of State, Featuring Shorter Look-Back Periods http://www.mnat.com/blog/delaware-unclaimed-property-law-update-6-15-2012/ On June 14, 2012, legislation drafted and supported by the administration of Delaware Governor Jack Markell which would implement significant changes to Delaware’s unclaimed property program was introduced in the Delaware General Assembly. Senate Bill 258, which is sponsored by Senate President Pro Tem Anthony J. DeLuca and House Speaker Robert F. Gilligan, would establish a three-year window for holders to enter into voluntary disclosure agreements (“VDA”) with the Secretary of State. The primary advantage for holders participating in the proposed program would be the ability to report less property, due to shorter “look-back” periods that will be allowed only for the limited period between July 1, 2012 and June 30, 2015. With the legislative session ending June 30, 2012, the bill will have to pass both the House and Senate by then to become effective. Passage of the bill is expected. Attorneys from Morris Nichols were consulted and provided input regarding the legislation.

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2012-06-15 08:59:49 http://www.mnat.com/blog/delaware-unclaimed-property-law-update-6-15-2012/
Media Restructuring Industry Roundtable http://www.mnat.com/blog/media-restructuring-industry-roundtable/ Gregory W. Werkheiser, “Media Restructuring Industry Roundtable,” Turnaround Management Association Mid-Atlantic Regional Symposium (June 13-14, 2012)

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2012-06-13 12:37:32 http://www.mnat.com/blog/media-restructuring-industry-roundtable/
Dividends, Redemptions and Stock Purchases http://www.mnat.com/blog/dividends-redemptions-and-stock-purchases/ James D. Honaker and Eric S. Klinger-Wilensky, members of the Morris Nichols Delaware Corporate Law Counseling Group, authored “Dividends, Redemptions and Stock Purchases” for Practical Law Company’s Practice Note series.

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2012-06-01 19:42:06 http://www.mnat.com/blog/dividends-redemptions-and-stock-purchases/
Key 2011 Delaware Rulings for M&A, Corporate Governance and Alternative Entity Practice http://www.mnat.com/blog/key-2011-delaware-rulings-for-m-a-corporate-governance-and-alternative-entity-practice/ Patricia O. Vella served as a speaker for the Strafford Webinar/Teleconference entitled, “Key 2011 Delaware Rulings for M&A, Corporate Governance and Alternative Entity Practice,” broadcast on May 24, 2012.

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2012-05-24 19:54:33 http://www.mnat.com/blog/key-2011-delaware-rulings-for-m-a-corporate-governance-and-alternative-entity-practice/
Analysis of New Chancery Court Rules 100 - 103 http://www.mnat.com/blog/analysis-of-new-chancery-court-rules-100-103/ On April 12, 2012, Chancellor Leo E. Strine, Jr. signed Amendments to Court of Chancery Rules, Section XII, Rules 100 through 103.  The new Rules took effect on May 1, 2012.  These new Rules require material changes to Delaware Chancery Court consent petitions for trusts. Many of the requirements under the new Rules are consistent with prior consent petition practices that had developed over the years.  However, the Rules also create additional requirements designed to assure that the Court is fully apprised of the nature of the relief sought and all facts and circumstances relevant to the Court’s determination as to whether that relief is advisable and appropriate.  The following is a brief, general description of some of the notable changes to the previous consent petition practice under the Rules . . . (more)

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2012-05-18 15:35:33 http://www.mnat.com/blog/analysis-of-new-chancery-court-rules-100-103/
RR Donnelley SEC Hot Topics Institute: M&A Update 2012 http://www.mnat.com/blog/rr-donnelley-sec-hot-topics-institute-m-a-update-2012/ Patricia O. Vella served on the panel “M&A Update 2012” at RR Donnelley’s annual SEC Hot Topics Institute, May 17, 2012, at the IDS Center in Minneapolis.

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2012-05-17 19:53:22 http://www.mnat.com/blog/rr-donnelley-sec-hot-topics-institute-m-a-update-2012/
Delaware Intellectual Property Litigation Newsletter: New Delaware Judges on the Busiest Patent Court in the Nation http://www.mnat.com/blog/delaware-intellectual-property-litigation-newsletter2/ Since the enactment of the America Invents Act (AIA) on September 16, 2011, and continuing a trend prior to the AIA, the District of Delaware has become the busiest patent court in the country with 213 cases filed between September 16 and December 31, 2011, and 256 more filed in the first four months of 2012. 1 For the first time, the District also has a full complement of four judges and three magistrate judges, with the recent addition of new district court judge, Richard G. Andrews, and two new magistrate judges, Christopher J. Burke and Sherry R. Fallon.

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2012-05-15 13:39:33 http://www.mnat.com/blog/delaware-intellectual-property-litigation-newsletter2/
Understanding Capital Account and Allocation Concepts for M&A http://www.mnat.com/blog/understanding-capital-account-and-allocation-concepts-for-m-a/ Tarik Haskins, partner in the Morris Nichols Delaware Commercial Law Counseling Group, served as a faculty panelist for the DealLawyers.com webcast entitled, “LLCs: Understanding Capital Account and Allocation Concepts for M&A” on May 3, 2012.

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2012-05-03 15:59:01 http://www.mnat.com/blog/understanding-capital-account-and-allocation-concepts-for-m-a/
Stern v. Marshall and Other Jurisdictional Issues Relating to Breach of Fiduciary Duty Claims Arising in Connection with Bankruptcy Cases http://www.mnat.com/blog/stern-v-marshall-and-other-jurisdictional-issues-relating-to-breach-of-fiduciary-duty-claims-arising-in-connection-with-bankruptcy-cases/ Gregory W. Werkheiser, “Stern v. Marshall and Other Jurisdictional Issues Relating to Breach of Fiduciary Duty Claims Arising in Connection with Bankruptcy Cases,” Institute of Delaware Corporate and Business Law Conference: Fiduciary Duties at the Intersection of Federal Bankruptcy and State Corporate Law (April 16, 2012)

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2012-04-16 12:39:14 http://www.mnat.com/blog/stern-v-marshall-and-other-jurisdictional-issues-relating-to-breach-of-fiduciary-duty-claims-arising-in-connection-with-bankruptcy-cases/
New Delaware Chancery Court Rules Address Consent Petitions http://www.mnat.com/blog/new-delaware-chancery-court-rules-address-consent-petitions/ On April 12, 2012, Chancellor Leo E. Strine, Jr. signed Amendments to Court of Chancery Rules, Section XII, Rule 100, Rule 101, Rule 102, and Rule 103.  The new Rules will take effect on May 1, 2012.  These new Rules will potentially result in a material change to Delaware Chancery Court consent petitions for trusts, imposing requirements that will make the petitions longer and more detailed and require a more stringent due diligence process in the preparation of the petitions.

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2012-04-13 15:36:29 http://www.mnat.com/blog/new-delaware-chancery-court-rules-address-consent-petitions/
Series LLCs http://www.mnat.com/blog/series-llcs/ Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and associate R. Jason Russell, authored “Series LLC”–appearing in the April 2012 issue of Practical Law The Journal.

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2012-04-01 13:57:01 http://www.mnat.com/blog/series-llcs/
To File or Not to File . . . That is the Question—Views From the Bench, Legal & Turnaround Practitioners http://www.mnat.com/blog/to-file-or-not-to-file-that-is-the-question-views-from-the-bench-legal-turnaround-practitioners/ Eric Schwartz, Morris Nichols Business Reorganization and Restructuring Group partner, served on the panel To File or Not to File . . . That is the QuestionViews From the Bench, Legal & Turnaround Practitioners at the 5th Annual New York Institute of Credit/ABF Journal/TMA Philadelphia Education Conference in Villanova, Pa.

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2012-03-29 20:18:40 http://www.mnat.com/blog/to-file-or-not-to-file-that-is-the-question-views-from-the-bench-legal-turnaround-practitioners/
The Ins and Outs of Topping Bids: Maneuvering Through Deal Protection Terms http://www.mnat.com/blog/the-ins-and-outs-of-topping-bids-maneuvering-through-deal-protection-terms/ Rick Alexander and Patricia O. Vella, members of the Morris Nichols Delaware Corporate Law Counseling Group, spoke at the ABA Business Law Section Spring Meeting in Las Vegas, Nevada, on March 22, 2012 on the panel “The Ins and Outs of Topping Bids: Maneuvering Through Deal Protection Terms.”

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2012-03-22 16:05:32 http://www.mnat.com/blog/the-ins-and-outs-of-topping-bids-maneuvering-through-deal-protection-terms/
Negotiating the Termination Provisions in a Public Company Acquisition Agreement http://www.mnat.com/blog/negotiating-the-termination-provisions-in-a-public-company-acquisition-agreement/ Patricia O. Vella served as a faculty panelist for the ABA Business Law Section CLE Teleconference/Webcast entitled, “Negotiating the Termination Provisions in a Public Company Acquisition Agreement,” broadcast on March 6, 2012.

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2012-03-06 19:52:28 http://www.mnat.com/blog/negotiating-the-termination-provisions-in-a-public-company-acquisition-agreement/
Corporate Governance for Venture-Backed Companies http://www.mnat.com/blog/corporate-governance-for-venture-backed-companies/ Jeffrey R. Wolters, Tom Kellerman, “Corporate Governance for Venture-Backed Companies,” The Review of Securities & Commodities Regulation (March 2012)

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2012-03-01 14:19:41 http://www.mnat.com/blog/corporate-governance-for-venture-backed-companies/
Running a Proper Independent Committee Process: Practice Tips from Recent Delaware Cases http://www.mnat.com/blog/running-a-proper-independent-committee-process-practice-tips-from-recent-delaware-cases/ Jeff Wolters  authored “Running a Proper Interdependent Committee Process: Practice Tips from Recent Delaware Cases” appearing in the Delaware Insider section of the March 2012 issue of the ABA’s Business Law Today.

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2012-03-01 14:17:59 http://www.mnat.com/blog/running-a-proper-independent-committee-process-practice-tips-from-recent-delaware-cases/
Legal Framework for Going Private Transaction http://www.mnat.com/blog/legal-framework-for-going-private-transaction/ Jeffrey Wolters, Morris Nichols Corporate Law Counseling Group partner, served as a faculty speaker for the program entitled “Legal Framework for Going Private Transaction” at the Practising Law Institute (PLI) Going Private 2012: Doing the Deal Right Seminar in New York City, February 23, 2012. The seminar was simulcast live online.

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2012-02-23 19:50:38 http://www.mnat.com/blog/legal-framework-for-going-private-transaction/
Delaware Bankruptcy Court Releases 2012 Local Rule Amendments and Claims Agent Protocol http://www.mnat.com/blog/delaware-bankruptcy-update-2-14-2012/ On January 31, 2012, the United States Bankruptcy Court for the District of Delaware the “Delaware Bankruptcy Court”) released the 2012 version of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (Effective February 1, 2012) (the “Local Rules”). The Delaware Bankruptcy Court contemporaneously released the Protocol for the Employment of Claims and Noticing Agents under 28 U.S.C. § 156(c) (the “Claims Agent Protocol”). As a courtesy to our clients and friends, Morris Nichols’ Business Reorganization and Restructuring Group has summarized (i) the most significant additions and changes to the Local Rules relevant to the business bankruptcy practice in the Delaware Bankruptcy Court (ii) and the most significant terms of the Claims Agent Protocol. For your reference, we also provide links to the updated 2012 Local Rules, a redline version of the 2012 Local Rules marked to show changes against the 2011 Local Rules and the Claims Agent Protocol.

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2012-02-14 16:20:22 http://www.mnat.com/blog/delaware-bankruptcy-update-2-14-2012/
How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations http://www.mnat.com/blog/how-recent-fiduciary-duty-cases-affect-advice-to-directors-and-officers-of-delaware-and-texas-corporations/ Patricia O. Vella served as a panelist for the session entitled “How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations,” at The University of Texas School of Law’s 34th Annual Conference on Securities Regulation and Business Law in Dallas, Texas, on Feb. 10, 2012.

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2012-02-10 19:51:28 http://www.mnat.com/blog/how-recent-fiduciary-duty-cases-affect-advice-to-directors-and-officers-of-delaware-and-texas-corporations/
Delaware Court of Chancery Grants Delaware's Motion Against Staples, Inc. for Partial Judgment on the Pleadings http://www.mnat.com/blog/delaware-unclaimed-property-law-update-2-10-2012/ Rebates issued as checks or credits constitute unclaimed property and are thus not barred by any statute of limitation.

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2012-02-10 09:02:55 http://www.mnat.com/blog/delaware-unclaimed-property-law-update-2-10-2012/
2012 Cumulative Survey/Summary of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2012-cumulative-survey-summary-of-delaware-case-law-relating-to-alternative-entities/ Lou Hering and David Harris, Morris Nichols Commercial Law Counseling Group partners, authored 2012 Summary of Delaware Case Law Relating to Alternative Entities and 2012 Cumulative Survey of Delaware Case Law Relating to Alternative Entities. The documents were presented at the 2012 Annual Meeting of the ABA Section of Business Law.  

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2012-01-27 19:54:53 http://www.mnat.com/blog/2012-cumulative-survey-summary-of-delaware-case-law-relating-to-alternative-entities/
Third Circuit Affirms District Court, Rejects New Jersey's "Place-Of-Purchase Presumption" As Contrary To Established Priority Rules http://www.mnat.com/blog/delaware-unclaimed-property-law-update/ On January 5, 2012, the United States Court of Appeals for the Third Circuit issued an opinion in New Jersey Retail Merchants Association v. Sidamon-Eristoff (the "Opinion"), the ongoing litigation challenging certain 2010 amendments to New Jersey's unclaimed property statute.

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2012-01-05 09:08:08 http://www.mnat.com/blog/delaware-unclaimed-property-law-update/
A ‘Phantom Recall' Does Not Comport with FDA's Regulatory Practice—Or Does It?: The Need for More Stringent Mandatory Reporting in FDA Matters http://www.mnat.com/blog/a-phantom-recall-does-not-comport-with-fda-s-regulatory-practice-or-does-it-the-need-for-more-stringent-mandatory-reporting-in-fda-matters/ Eleanor G. Tennyson, “A ‘Phantom Recall’ Does Not Comport with FDA’s Regulatory Practice—Or Does It?: The Need for More Stringent Mandatory Reporting in FDA Matters,” 97 Iowa L. Rev. 1839 (2012)

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2012-01-01 20:07:29 http://www.mnat.com/blog/a-phantom-recall-does-not-comport-with-fda-s-regulatory-practice-or-does-it-the-need-for-more-stringent-mandatory-reporting-in-fda-matters/
Corporate Attorney's Practice Guide http://www.mnat.com/blog/mergers-corporate-attorney-s-practice-guide/ Morris Nichols attorneys Jeffrey R. Wolters, Patricia O. Vella, and Eric S. Klinger-Wilensky contributed three chapters to the 2012 edition of Corporate Attorney’s Practice Guide, published by Lexis Nexis.

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2012-01-01 14:25:23 http://www.mnat.com/blog/mergers-corporate-attorney-s-practice-guide/
Delaware Corporation Law and Practice http://www.mnat.com/blog/delaware-corporation-law-and-practice/ Jeffrey R. Wolters, “Delaware Corporation Law and Practice,” Bender Publishing (2012 ed.)

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2012-01-01 14:24:13 http://www.mnat.com/blog/delaware-corporation-law-and-practice/
Cross-Border Litigation and the Hague Convention: Practice and Procedure http://www.mnat.com/blog/cross-border-litigation-and-the-hague-convention-practice-and-procedure/ Karl G. Randall (Panelist), “Cross-Border Litigation and the Hague Convention: Practice and Procedure,” Delaware State Bar Association, Litigation Section, 2012

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2012-01-01 12:06:45 http://www.mnat.com/blog/cross-border-litigation-and-the-hague-convention-practice-and-procedure/
The Virtual Water Cooler and the NLRB: Concerted Activity in the Age of Facebook http://www.mnat.com/blog/the-virtual-water-cooler-and-the-nlrb-concerted-activity-in-the-age-of-facebook/ Lauren K. Neal, “The Virtual Water Cooler and the NLRB: Concerted Activity in the Age of Facebook,” 69 Washington & Lee Law Review 1715 (2012)

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2012-01-01 12:05:09 http://www.mnat.com/blog/the-virtual-water-cooler-and-the-nlrb-concerted-activity-in-the-age-of-facebook/
Right to Exclude or Forced to Include? Creating a Better Balancing Test for Sexual Orientation Discrimination Cases http://www.mnat.com/blog/right-to-exclude-or-forced-to-include-creating-a-better-balancing-test-for-sexual-orientation-discrimination-cases/ Sara A. Gelsinger, “Right to Exclude or Forced to Include? Creating a Better Balancing Test for Sexual Orientation Discrimination Cases,” Penn State Law Review, 116 Penn St. L. Rev. 1155 (2012)

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2012-01-01 12:04:03 http://www.mnat.com/blog/right-to-exclude-or-forced-to-include-creating-a-better-balancing-test-for-sexual-orientation-discrimination-cases/
Don't Tread On Me: How Delaware Courts Review Trustee Discretion http://www.mnat.com/blog/don-t-tread-on-me-how-delaware-courts-review-trustee-discretion/ Morris Nichols partner Todd Flubacher authored “Don’t Tread On Me:How Delaware Courts Review Trustee Discretion” featured in the January 2012 edition of Delaware Banker Magazine. The article examines recent Delaware case law and a hidden gem found in Delaware’s trust statutes that answers the question, “What is the risk that an interested party will sue a trustee whenever they take discretionary action?”

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2012-01-01 10:16:10 http://www.mnat.com/blog/don-t-tread-on-me-how-delaware-courts-review-trustee-discretion/
Pretrial Preparation http://www.mnat.com/blog/pretrial-preparation/ Jack B. Blumenfeld, Karen Jacobs, Jeremy A. Tigan, “Pretrial Preparation,” ANDA Litigation: Strategies and Tactics for Pharmaceutical Patent Litigators, p. 329-350, Kenneth L. Dorsney ed., ABA Publishing (2012)

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2012-01-01 10:05:35 http://www.mnat.com/blog/pretrial-preparation/
Some Local Flavor on the Role of Local Counsel in Large Bankruptcy Cases http://www.mnat.com/blog/some-local-flavor-on-the-role-of-local-counsel-in-large-bankruptcy-cases/ Gregory W. Werkheiser, “Some Local Flavor on the Role of Local Counsel in Large Bankruptcy Cases,” Written Materials for American Bankruptcy Institute Winter Leadership Conference (Dec. 1-3, 2011)

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2011-12-01 12:12:12 http://www.mnat.com/blog/some-local-flavor-on-the-role-of-local-counsel-in-large-bankruptcy-cases/
Parties Complete Briefing on UCC Issue in Staples Case; State Also Files Motion to Compel http://www.mnat.com/blog/delaware-unclaimed-property-law-update2/ Staples, Inc. and the State of Delaware have completed their briefing on the issue of whether Staples’s rebates related to the sale of goods are unclaimed property.  Oral arguments are scheduled for December 19, 2011 in the Delaware Court of Chancery.

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2011-11-17 09:10:41 http://www.mnat.com/blog/delaware-unclaimed-property-law-update2/
M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities—Crafting Exclusive Remedy http://www.mnat.com/blog/m-a-agreements-limitations-on-contractual-and-extra-contractual-liabilities-crafting-exclusive-remedy/ Patricia O. Vella served as a faculty panelist for the Strafford Publications webinar entitled “M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities—Crafting Exclusive Remedy, Extra-Contractual Representation Waiver, and Other Provisions to Protect Sellers” on Nov. 15, 2011.  The panel addressed ways to limit contractual and extra-contractual liabilities, focusing on sources of extra-contractual liabilities, ways to protect parties through auction and negotiating processes and through exclusive remedy and extra-contractual representation waiver provisions.  Tricia was joined by Glenn D. West of Weil, Gotshal & Manges LLP and Byron F. Egan of Jackson Walker L.L.P. 

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2011-11-15 19:50:32 http://www.mnat.com/blog/m-a-agreements-limitations-on-contractual-and-extra-contractual-liabilities-crafting-exclusive-remedy/
Mergers and Acquisitions – A Delaware Checklist http://www.mnat.com/blog/mergers-and-acquisitions-a-delaware-checklist/ Rick Alexander, Morris Nichols corporate law and M&A partner and Best Lawyers' 2012 Lawyer of the Year in Delaware Corporate Law served as a faculty speaker for the program entitled “Mergers and Acquisitions – A Delaware Checklist” at the Practising Law Institute's (PLI) 43rd Annual Securities Regulation Institute held November 9-11, 2011, in New York City.  The three-day Institute was simulcast live online.

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2011-11-11 20:02:47 http://www.mnat.com/blog/mergers-and-acquisitions-a-delaware-checklist/
Significant Recent U.S. Bankruptcy and Insolvency Cases http://www.mnat.com/blog/significant-recent-u-s-bankruptcy-and-insolvency-cases/ Eric D. Schwartz (Featured Presenter), “Significant Recent U.S. Bankruptcy and Insolvency Cases,” TerraLex Bankruptcy/Insolvency Group European Meeting, London, England (Nov. 4, 2011)

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2011-11-04 20:16:57 http://www.mnat.com/blog/significant-recent-u-s-bankruptcy-and-insolvency-cases/
Senate Confirms Richard G. Andrews To Fill Judicial Vacancy; Christopher J. Burke Sworn In As Magistrate Judge http://www.mnat.com/blog/update-senate-confirms-richard-g-andrews-to-fill-judicial-vacancy-christopher-j-burke-sworn-in-as-magistrate-judge/ On November 3, 2011, the United States Senate confirmed President Obama’s nomination of Richard G. Andrews to fill the vacancy on the United States District Court for the District of Delaware created by the retirement of Judge Joseph J. Farnan, Jr. in July 2010.  The District of Delaware now has a full complement of four judges and two magistrate judges.  Judge Andrews served for 23 years in the United States Attorney’s Office for the District of Delaware in the positions of First Assistant United States Attorney, Chief of the Criminal Division and acting U.S. Attorney.  Since 2007, he served as the State Prosecutor for Delaware, where he oversaw the Criminal Division of the Delaware Department of Justice.  He has tried 59 cases to verdict, most in federal court, and was elected a Fellow of the American College of Trial Lawyers. Judge Andrews received his law degree from the University of California at Berkeley Boalt Hall School of Law in 1981 and his undergraduate degree from Haverford College in 1977.  Following law school, he clerked for the Honorable Collins J. Seitz of the Third Circuit.

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2011-11-03 13:42:34 http://www.mnat.com/blog/update-senate-confirms-richard-g-andrews-to-fill-judicial-vacancy-christopher-j-burke-sworn-in-as-magistrate-judge/
Taking Advantage of the Delaware Advantage: Why and How to Settle Trusts in Delaware and Move Trusts to Delaware http://www.mnat.com/blog/taking-advantage-of-the-delaware-advantage-why-and-how-to-settle-trusts-in-delaware-and-move-trusts-to-delaware/ UPDATES for 2011- How to take advantage of Delaware’s directed trusts statute and other attractive Delaware statutes, Delaware creditor protections, Delaware dynasty trusts, Delaware Chancery Court supervision, and considerations when changing a trust situs to Delaware.

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2011-11-01 20:00:54 http://www.mnat.com/blog/taking-advantage-of-the-delaware-advantage-why-and-how-to-settle-trusts-in-delaware-and-move-trusts-to-delaware/
Innovations in Poison Pill Drafting http://www.mnat.com/blog/innovations-in-poison-pill-drafting/ Jeffrey Wolters, Morris Nichols Corporate Law Counseling Group partner, and associate Amy Simmerman, authored “Innovations in Poison Pill Drafting” – appearing in the November 2011 issue of Practical Law The Journal.

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2011-11-01 14:22:28 http://www.mnat.com/blog/innovations-in-poison-pill-drafting/
Contractual Limitations on Seller Liability in M&A Agreements http://www.mnat.com/blog/contractual-limitations-on-seller-liability-in-m-a-agreements/ Patricia O. Vella served as a faculty panelist at The University of Texas School of Law 7th Annual Mergers and Acquisitions Institute in Dallas, Texas, on Oct. 20, 2011.

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2011-10-20 19:48:46 http://www.mnat.com/blog/contractual-limitations-on-seller-liability-in-m-a-agreements/
Strafford Webinar: The Delaware Decanting Statute - Trust Decanting: Flexibility and Danger http://www.mnat.com/blog/strafford-webinar-the-delaware-decanting-statute-trust-decanting-flexibility-and-danger/ At least ten states have enacted so-called "decanting statutes."  The statutes vary in their details but the fundamental concept behind each is essentially the same in that all of the statutes permit trustees authorized to make outright distributions from a trust to instead make such distributions in further trust.  The concept is simple but the implications and opportunities are immense and complex....

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2011-10-06 16:40:29 http://www.mnat.com/blog/strafford-webinar-the-delaware-decanting-statute-trust-decanting-flexibility-and-danger/
8th Annual Complex Financial Restructuring Program http://www.mnat.com/blog/8th-annual-complex-financial-restructuring-program/ Eric D. Schwartz (Featured Panelist), 8th Annual Complex Financial Restructuring Program (ABI), Fordham Law, Lincoln Center, New York City (Oct. 5, 2011)

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2011-10-05 20:16:18 http://www.mnat.com/blog/8th-annual-complex-financial-restructuring-program/
New Rules of Disclosure in Bankruptcy http://www.mnat.com/blog/new-rules-of-disclosure-in-bankruptcy/ Gregory Werkheiser, a Morris Nichols Business Reorganization & Retructuring partner, served as a panel speaker on the program titled “New Rules of Disclosure in Bankruptcy” at The Distressed Debt Conference 2011, held October 3-4, 2011 in New York City.

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2011-10-03 12:42:17 http://www.mnat.com/blog/new-rules-of-disclosure-in-bankruptcy/
Trial by Sniper: The Legality of Targeted Killing in the War on Terror http://www.mnat.com/blog/trial-by-sniper-the-legality-of-targeted-killing-in-the-war-on-terror/ Lindsay M. Kwoka, “Trial by Sniper: The Legality of Targeted Killing in the War on Terror,” 14 U. Pa. J. Const. L. 301 (2011)

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2011-10-01 20:09:02 http://www.mnat.com/blog/trial-by-sniper-the-legality-of-targeted-killing-in-the-war-on-terror/
Betting Big to Win Big: Retention and Compensation Issues in Chapter 11 Cases http://www.mnat.com/blog/betting-big-to-win-big-retention-and-compensation-issues-in-chapter-11-cases/ Gregory W. Werkheiser, “Betting Big to Win Big: Retention and Compensation Issues in Chapter 11 Cases,” American Bankruptcy Institute, Southwest Bankruptcy Conference (Sept. 8-10, 2011)

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2011-09-08 12:44:06 http://www.mnat.com/blog/betting-big-to-win-big-retention-and-compensation-issues-in-chapter-11-cases/
Seventh Circuit Recognizes Nonassignability of Trademark Licenses in Bankruptcy—With a Caveat http://www.mnat.com/blog/seventh-circuit-recognizes-nonassignability-of-trademark-licenses-in-bankruptcy-with-a-caveat/ Gregory W. Werkheiser, “Seventh Circuit Recognizes Nonassignability of Trademark Licenses in Bankruptcy—With a Caveat,” Tech. & Intellectual Property Comm. American Bankruptcy Institute Committee News, Vol. 8, No. 2 (September 2011)

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2011-09-01 12:13:33 http://www.mnat.com/blog/seventh-circuit-recognizes-nonassignability-of-trademark-licenses-in-bankruptcy-with-a-caveat/
Delaware Files Motion Against Staples For Partial Judgment on the Pleadings http://www.mnat.com/blog/delaware-files-motion-against-staples-for-partial-judgment-on-the-pleadings/ The State of Delaware has filed a motion for partial judgment on the pleadings in the ongoing Staples litigation in the Delaware Court of Chancery. Delaware's August 17, 2011 motion and supporting brief take issue with Staples' argument that Delaware's Uniform Commercial Code (DUCC) "trumps" Delaware’s unclaimed property law.

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2011-08-24 14:36:16 http://www.mnat.com/blog/delaware-files-motion-against-staples-for-partial-judgment-on-the-pleadings/
2011 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes http://www.mnat.com/blog/2011-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/ Louis G. Hering, “2011 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes,” BNA’s Corporate Counsel Weekly, Vol. 26, No. 32 (Aug. 17, 2011)

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2011-08-17 20:15:37 http://www.mnat.com/blog/2011-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/
Delaware Alternative Entites Update http://www.mnat.com/blog/delaware-alternative-entites-update/ In its latest session, the Delaware legislature enacted several amendments to Delaware’s four “alternative entity” statutes – the Delaware Limited Liability Company Act (“DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), the Delaware Revised Uniform Partnership Act (“DRUPA”) and the Delaware Statutory Trust Act (“DSTA”). 1 Among other things, the amendments (i) provide a statutory default rule for the amendment of LLC agreements which requires the consent of all members; (ii) provide that a standard “supermajority amendment provision” applies only to supermajority provisions in an LLC agreement or partnership agreement and not to supermajority provisions under the applicable alternative entity statute; and (iii) modify the language relating to action by written consent by members, managers and partners to eliminate the requirement that the writtenconsent set forth the action so taken thereby facilitating action by consent, particularly by electronic means.

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2011-08-09 16:08:37 http://www.mnat.com/blog/delaware-alternative-entites-update/
Legislative Developments in Delaware's "Alternative Entities" http://www.mnat.com/blog/legislative-developments-in-delaware-s-alternative-entities/ In its latest session, the Delaware legislature enacted several amendments to Delaware's four "alternative entity" statutes - the Delaware Limited Liability Company Act ("DLLCA"), the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), the Delaware Revised Uniform Partnership Act ("DRUPA") and the Delaware Statutory Trust Act ("DSTA").

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2011-08-09 14:38:30 http://www.mnat.com/blog/legislative-developments-in-delaware-s-alternative-entities/
When Creditors Overreach: Tales of Bad Faith http://www.mnat.com/blog/when-creditors-overreach-tales-of-bad-faith/ Eric D. Schwartz (Featured Panelist), “When Creditors Overreach: Tales of Bad Faith,” 7th Annual American Bankruptcy Institute (ABI) Mid-Atlantic Bankruptcy Workshop, Hershey, Pa. (Aug. 4-6, 2011)

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2011-08-04 20:15:36 http://www.mnat.com/blog/when-creditors-overreach-tales-of-bad-faith/
Teligent Allows Law Firm Defendant in Malpractice Action to Challenge Validity of Proceeds Assignment Contained in Settlement Previously Approved by Bankruptcy Court http://www.mnat.com/blog/teligent-allows-law-firm-defendant-in-malpractice-action-to-challenge-validity-of-proceeds-assignment-contained-in-settlement-previously-approved-by-bankruptcy-court/ Gregory W. Werkheiser, “Teligent Allows Law Firm Defendant in Malpractice Action to Challenge Validity of Proceeds Assignment Contained in Settlement Previously Approved by Bankruptcy Court,” Ethics & Prof. Comp. Comm. ABI Committee News, Vol. 8, No. 4 (August 2011)

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2011-08-01 12:14:39 http://www.mnat.com/blog/teligent-allows-law-firm-defendant-in-malpractice-action-to-challenge-validity-of-proceeds-assignment-contained-in-settlement-previously-approved-by-bankruptcy-court/
Delaware Trust Act 2011 Signed into Law http://www.mnat.com/blog/delaware-trust-act-2011-signed-into-law/ On July 13, 2011, Delaware Governor Jack Markell signed Trust Act 2011 into law, effective August 1, 2011.  Trust Act 2011 provides advancements in Delaware trust law that will provide settlors, beneficiaries and fiduciaries of trusts with more tools and greater flexibility to accomplish their objectives.  The Morris Nichols Trusts, Estates & Tax Group is pleased to share our eighth annual Delaware legislative update with you.

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2011-07-26 15:37:38 http://www.mnat.com/blog/delaware-trust-act-2011-signed-into-law/
Delaware Bankruptcy Court Holds Indirect Owner and Lender Liable for Debtor's Warn Act Violations http://www.mnat.com/blog/delaware-bankruptcy-memo/ On July 8, 2011, the United States Bankruptcy Court for the District of Delaware, per the Honorable Mary F. Walrath, issued an opinion applying the Worker Adjustment and Retraining Notification Act (the “WARN Act”), which may have important ramifications to owners of and lenders to distressed businesses that may be considering plant closings or mass layoffs of employees.  The case provides guidance for investors and lenders regarding the degree to which they should involve themselves in the employment decisions of their portfolio companies.

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2011-07-18 16:25:38 http://www.mnat.com/blog/delaware-bankruptcy-memo/
Delaware Introduces Unclaimed Property Legislation, Would Reduce “Look-Back” Period and Require Request for Payment Within 3 Years http://www.mnat.com/blog/delaware-unclaimed-property-law-update3/ Legislation that would significantly reduce Delaware’s “look-back” period for enforcement of its unclaimed property laws and require the State Escheator to request payment for past due property within three years of the filing of a report was introduced last week in the Delaware General Assembly.

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2011-07-05 09:17:30 http://www.mnat.com/blog/delaware-unclaimed-property-law-update3/
Vice Chancellor Leo Strine Rules from the Bench Against Staples, Permits Delaware to File Its Supplemental Counterclaim http://www.mnat.com/blog/delaware-unclaimed-property-law-update4/ Following a 20-minute oral argument the afternoon of Tuesday June 7, 2011, Vice Chancellor Leo Strine of the Delaware Court of Chancery issued a bench ruling granting the State of Delaware's motion for leave to file a supplemental counterclaim in the ongoing litigation over the State's unclaimed property audit of Staples.

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2011-06-07 09:21:15 http://www.mnat.com/blog/delaware-unclaimed-property-law-update4/
Beyond Delaware: Issues with Serving Process and Seeking Discovery http://www.mnat.com/blog/beyond-delaware-issues-with-serving-process-and-seeking-discovery/ Karl G. Randall (Panelist), “Beyond Delaware: Issues with Serving Process and Seeking Discovery,” Delaware State Bar Association, Litigation Section (June 1, 2011)

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2011-06-01 12:07:43 http://www.mnat.com/blog/beyond-delaware-issues-with-serving-process-and-seeking-discovery/
The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution http://www.mnat.com/blog/the-multi-jurisdictional-stockholder-litigation-problem-and-the-forum-selection-solution/ Rick Alexander and Daniel Matthews authored “The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution,” published in the May 11, 2011 issue (Vol. 26, No. 19) of BNA’s Corporate Counsel Weekly.

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2011-05-11 14:53:43 http://www.mnat.com/blog/the-multi-jurisdictional-stockholder-litigation-problem-and-the-forum-selection-solution/
Delaware Submits Reply Brief in Staples Chancery Court Litigation; Court Now Reviewing Submissions http://www.mnat.com/blog/delaware-unclaimed-property-law-update5/ On April 26, 2011, Delaware submitted its reply brief in support of its motion to file a supplemental counterclaim against Staples in the Court of Chancery.  Delaware asserts that its supplemental counterclaim is not delayed, that the supplemental counterclaim relates to the same subject matter as its original counterclaim, and that (contrary to Staples' statements to the Court) the discovery process for the original counterclaim is not near completion.  The State also asserts that Staples' conduct required the State to bifurcate this audit.

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2011-05-05 09:23:52 http://www.mnat.com/blog/delaware-unclaimed-property-law-update5/
Delaware Mock Trial http://www.mnat.com/blog/delaware-mock-trial/ Morris Nichols Corporate and Business Litigation Group partner Bill Lafferty served as a panelist at the 31st Annual Ray Garrett, Jr. Corporate and Securities Law Institute, at the Northwestern University School of Law in Chicago.

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2011-05-01 20:21:01 http://www.mnat.com/blog/delaware-mock-trial/
Public Company M&A Transactions: Techniques for Today’s Market http://www.mnat.com/blog/public-company-m-a-transactions-techniques-for-today-s-market/ Morris Nichols Corporate Law Counseling Group partner and practice group coordinator Jeffrey Wolters served as a panelist at the 31st Annual Ray Garrett, Jr. Corporate and Securities Law Institute, at the Northwestern University School of Law in Chicago. He spoke on the panel “Public Company M&A Transactions: Techniques for Today’s Market.”

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2011-05-01 20:18:00 http://www.mnat.com/blog/public-company-m-a-transactions-techniques-for-today-s-market/
A Tale of Three Conflicts: Three Delaware Decisions Applying Rule 1.9(a) http://www.mnat.com/blog/a-tale-of-three-conflicts-three-delaware-decisions-applying-rule-1-9-a/ Gregory W. Werkheiser, “A Tale of Three Conflicts: Three Delaware Decisions Applying Rule 1.9(a),” XXX American Bankruptcy Institute Journal 4, 16, 74-75 (May 2011)

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2011-05-01 12:17:31 http://www.mnat.com/blog/a-tale-of-three-conflicts-three-delaware-decisions-applying-rule-1-9-a/
Delaware Seeks to File New Counterclaim Against Staples in Chancery Litigation http://www.mnat.com/blog/delaware-unclaimed-property-law-memo/ On April 6, 2011, Delaware filed a motion for leave to file a supplemental verified counterclaim against Staples in the Delaware Court of Chancery (C.A. 5447-VCS). The supplemental counterclaim seeks an order from Vice Chancellor Strine that would require Staples, in the context of Delaware’s current active unclaimed property audit of the company, to comply fully with the State’s examination requests brought pursuant to Section 1155 of Delaware’s unclaimed property law.

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2011-04-19 09:29:12 http://www.mnat.com/blog/delaware-unclaimed-property-law-memo/
Breaking Away—Negotiating the Termination Provisions in Public Company Merger Agreements http://www.mnat.com/blog/breaking-away-negotiating-the-termination-provisions-in-public-company-merger-agreements/ Rick Alexander served as a panel speaker at the American Bar Association (ABA) Business Law Section Spring Meeting in Boston, Mass, April 14-16, 2011.

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2011-04-14 16:04:22 http://www.mnat.com/blog/breaking-away-negotiating-the-termination-provisions-in-public-company-merger-agreements/
What's New in the Revised Corporate Director's Guidebook http://www.mnat.com/blog/what-s-new-in-the-revised-corporate-director-s-guidebook/ A. Gilchrist Sparks III served as a Session Co-Chair on the program “What’s New in the Revised Corporate Director’s Guidebook” at the American Bar Association (ABA) Business Law Section Spring Meeting in Boston, Mass, April 14-16, 2011.  The panel discussed changes in the brand new 6th edition of Corporate Directors Guidebook; guidance for corporate directors dealing with Dodd-Frank Act issues and risk management and executive compensation processes for boards.

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2011-04-14 16:02:23 http://www.mnat.com/blog/what-s-new-in-the-revised-corporate-director-s-guidebook/
The 2011 Annual Review of LLC Case Law and Developments http://www.mnat.com/blog/the-2011-annual-review-of-llc-case-law-and-developments/ Lou Hering served as a Session Co-Chair on the program “The 2011 Annual Review of LLC Case Law and Developments” at the American Bar Association (ABA) Business Law Section Spring Meeting in Boston, Mass, April 14-16, 2011.

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2011-04-14 16:01:18 http://www.mnat.com/blog/the-2011-annual-review-of-llc-case-law-and-developments/
Retaining and Managing Your Investment Banker in the Aftermath of In Re Del Monte Foods Company Shareholders Litigation http://www.mnat.com/blog/retaining-and-managing-your-investment-banker-in-the-aftermath-of-in-re-del-monte-foods-company-shareholders-litigation/ Patricia Vella served as a panel speaker at the American Bar Association (ABA) Business Law Section Spring Meeting in Boston, Mass., April 14-16, 2011.

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2011-04-14 15:58:36 http://www.mnat.com/blog/retaining-and-managing-your-investment-banker-in-the-aftermath-of-in-re-del-monte-foods-company-shareholders-litigation/
Private Equity and Venture Capital http://www.mnat.com/blog/private-equity-and-venture-capital/ Eric Wilensky served as a speaker in the panel “Private Equity and Venture Capital,” at the American Bar Association (ABA) Business Law Section Spring Meeting in Boston, Mass., April 14-16, 2011.  The panel session involved a discussion by leading Delaware counsel on key recent decisions impacting preferred stock rights and venture capital financings and a roundtable discussion on current market trends.

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2011-04-14 15:57:15 http://www.mnat.com/blog/private-equity-and-venture-capital/
A Bankruptcy Lawyer's Take on Bankruptcy Appeals http://www.mnat.com/blog/a-bankruptcy-lawyer-s-take-on-bankruptcy-appeals/ Gregory W. Werkheiser, “A Bankruptcy Lawyer’s Take on Bankruptcy Appeals,” American Bar Association Appellate Practice Journal, Vol. 30, No. 3 (Spring 2011)

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2011-04-01 12:19:42 http://www.mnat.com/blog/a-bankruptcy-lawyer-s-take-on-bankruptcy-appeals/
Fourth Annual Meeting of TerraLex America's Insolvency/Bankruptcy Practice Group http://www.mnat.com/blog/fourth-annual-meeting-of-terralex-america-s-insolvency-bankruptcy-practice-group/ Eric D. Schwartz (Program Moderator), Fourth Annual Meeting of TerraLex America’s Insolvency/Bankruptcy Practice Group, Tampa, Fla. (March 11, 2011)

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2011-03-11 20:14:49 http://www.mnat.com/blog/fourth-annual-meeting-of-terralex-america-s-insolvency-bankruptcy-practice-group/
Effective Motion Practice http://www.mnat.com/blog/effective-motion-practice/ Gregory W. Werkheiser, “Effective Motion Practice,” Bankruptcy Litigation Advocacy Program of U.S. Bankruptcy Court for the District of Delaware and Federal Bar Association, Delaware Chapter (March 11, 2011)

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2011-03-11 12:45:32 http://www.mnat.com/blog/effective-motion-practice/
One Nation, Under Securities Fraud? The Third Circuit Notches a Win for Federalism in In Re Lord Abbett Mutual Funds Fee Litigation http://www.mnat.com/blog/one-nation-under-securities-fraud-the-third-circuit-notches-a-win-for-federalism-in-in-re-lord-abbett-mutual-funds-fee-litigation/ Ethan H. Townsend, “One Nation, Under Securities Fraud? The Third Circuit Notches a Win for Federalism in In Re Lord Abbett Mutual Funds Fee Litigation,” Villanova Law Review Vol. 55 (March 9, 2011)

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2011-03-09 19:20:38 http://www.mnat.com/blog/one-nation-under-securities-fraud-the-third-circuit-notches-a-win-for-federalism-in-in-re-lord-abbett-mutual-funds-fee-litigation/
2011 Summary of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2011-summary-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2011 Summary of Delaware Case Law Relating to Alternative Entities,” 2011 Annual Meeting of ABA, Section of Business Law (Feb. 21, 2011)

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2011-02-21 15:39:00 http://www.mnat.com/blog/2011-summary-of-delaware-case-law-relating-to-alternative-entities/
2011 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2011-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2011 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2011 Annual Meeting of ABA, Section of Business Law (Feb. 21, 2011)

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2011-02-21 15:36:14 http://www.mnat.com/blog/2011-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
Contractual Limitations on Seller Liability in M&A and Other Transactions http://www.mnat.com/blog/contractual-limitations-on-seller-liability-in-m-a-and-other-transactions/ Patricia Vella served as a faculty panelist in an American Law Institute - American Bar Association (ALI-ABA) Seminar national webcast on Jan. 20, 2011.

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2011-01-20 19:47:09 http://www.mnat.com/blog/contractual-limitations-on-seller-liability-in-m-a-and-other-transactions/
Saving Time or Wasting Time: How the Use of Unpublished Opinions Accelerates the Drain on Federal Judicial Resources http://www.mnat.com/blog/saving-time-or-wasting-time-how-the-use-of-unpublished-opinions-accelerates-the-drain-on-federal-judicial-resources/ Kenneth F. Hunt, “Saving Time or Wasting Time: How the Use of Unpublished Opinions Accelerates the Drain on Federal Judicial Resources,” Syracuse Law Review, 61 Syracuse L. Rev. 315 (2011)

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2011-01-01 19:39:57 http://www.mnat.com/blog/saving-time-or-wasting-time-how-the-use-of-unpublished-opinions-accelerates-the-drain-on-federal-judicial-resources/
The Short-term vs. Long-term Dilemma http://www.mnat.com/blog/the-short-term-vs-long-term-dilemma/ John P. DiTomo and A. Gilchrist Sparks III, “The Short-term vs. Long-term Dilemma,” Ch. 6, Corporate Governance 2011, Practising Law Institute (2011)

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2011-01-01 12:56:26 http://www.mnat.com/blog/the-short-term-vs-long-term-dilemma/
Put Decanting to Work to Give Breath to Trust Purpose http://www.mnat.com/blog/put-decanting-to-work-to-give-breath-to-trust-purpose/ Morris Nichols' Todd Flubacher and PNC Wealth Management vice president Ann Marie Levin authored Put Decanting to Work to Give Breath to Trust Purpose featured in the January 2011 edition of ESTATE PLANNING magazine that examines one of the most significant advancements in modern personal trust law: the enactment of state decanting statutes that specially authorize trustees to effectively amend the provisions of irrevocable trusts...

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2011-01-01 10:17:42 http://www.mnat.com/blog/put-decanting-to-work-to-give-breath-to-trust-purpose/
Important Developments in Delaware Corporate Law http://www.mnat.com/blog/important-developments-in-delaware-corporate-law/ Rick Alexander, Morris Nichols corporate law and M&A partner and Best Lawyers’ 2011 Delaware M&A Lawyer of the Year, served as a panelist for the session entitled Important Developments in Delaware Corporate Law at PLI’s 42nd Annual Securities Regulation Institute held in New York City.  The 3-day Institute was simulcast live on-line.

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2010-12-14 20:37:36 http://www.mnat.com/blog/important-developments-in-delaware-corporate-law/
Corporate Governance Litigation http://www.mnat.com/blog/corporate-governance-litigation/ Morris Nichols Corporate & Business Litigation Group partner Jon E. Abramczyk served as a featured panelist at the day-long New York City Bar seminar, Securities Litigation & Enforcement: Current Developments & Strategies, December 8, 2010, held at the New York City Bar in Manhattan.

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2010-12-08 20:34:37 http://www.mnat.com/blog/corporate-governance-litigation/
Chancery Court Holds Non-Fiduciary Jointly and Severally Liable for Trustee's Breach http://www.mnat.com/blog/chancery-court-holds-non-fiduciary-jointly-and-severally-laible-for-trustee-s-breach/ The Delaware Court of Chancery evaluated a trustee's decision to borrow against a life insurance policy that was the principal asset of an irrevocable trust and to extend a corresponding loan to the couple who funded the trust. The Court found that the trustee acted to please the couple rather than to benefit the trust, breaching his fiduciary duty of loyalty. The Court also held that the trustee's legal power to make the loan did not excuse his inequitable conduct, nor could the advice the trustee obtained from counsel serve as a dispositive defense.

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2010-12-03 15:38:42 http://www.mnat.com/blog/chancery-court-holds-non-fiduciary-jointly-and-severally-laible-for-trustee-s-breach/
Fasten Your Seatbelts, It's Going to Be a Bumpy Night: The Implications of Recent Delaware Case Law on the Film Industry http://www.mnat.com/blog/fasten-your-seatbelts-it-s-going-to-be-a-bumpy-night-the-implications-of-recent-delaware-case-law-on-the-film-industry/ Jason Tyler, “Fasten Your Seatbelts, It’s Going to Be a Bumpy Night: The Implications of Recent Delaware Case Law on the Film Industry,” 2 N.Y.U. INTELL. PROP. & EENT. L. LEDGER 36 (Winter 2010)

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2010-12-01 13:55:49 http://www.mnat.com/blog/fasten-your-seatbelts-it-s-going-to-be-a-bumpy-night-the-implications-of-recent-delaware-case-law-on-the-film-industry/
The Trustee's Role in Directed Trusts http://www.mnat.com/blog/the-trustee-s-role-in-directed-trusts/ Trusts, Estates & Tax Group partner Todd Flubacher authored ”The Trustee’s Role in Directed Trusts” featured in the December 2010 edition of Trusts & Estates magazine.  David A. Diamond, head of J.P. Morgan Trust Company of Delaware, co-authored.

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2010-12-01 10:19:01 http://www.mnat.com/blog/the-trustee-s-role-in-directed-trusts/
Cross Border Lending in 2011: Critical Issues for Lenders and Borrowers http://www.mnat.com/blog/cross-border-lending-in-2011-critical-issues-for-lenders-and-borrowers/ Eric D. Schwartz (Panel Speaker), “Cross Border Lending in 2011: Critical Issues for Lenders and Borrowers,” 12th Annual Commercial Loan Finance & Security Conference, Toronto, Canada (Nov. 20, 2010)

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2010-11-20 20:14:08 http://www.mnat.com/blog/cross-border-lending-in-2011-critical-issues-for-lenders-and-borrowers/
Gift and Generation-Skipping Transfer Tax Update (Non-Case Law Developments) http://www.mnat.com/blog/gift-and-generation-skipping-transfer-tax-update-non-case-law-developments/ Kimberly Gill McKinnon (Panelist), “Gift and Generation-Skipping Transfer Tax Update (Non-Case Law Developments),” Delaware Tax Institute, Federal Estate (Nov. 12, 2010)

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2010-11-10 14:05:05 http://www.mnat.com/blog/gift-and-generation-skipping-transfer-tax-update-non-case-law-developments/
Is Common Stock the Preferred Security? Recent Judicial and Legislative Developments Affecting Preferred Stock http://www.mnat.com/blog/is-common-stock-the-preferred-security-recent-judicial-and-legislative-developments-affecting-preferred-stock/ Frederick H. Alexander, Melissa A. DiVincenzo, “Is Common Stock the Preferred Security? Recent Judicial and Legislative Developments Affecting Preferred Stock,” ABA Annual Meeting, San Francisco, Calif., (November 2010)

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2010-11-01 14:56:58 http://www.mnat.com/blog/is-common-stock-the-preferred-security-recent-judicial-and-legislative-developments-affecting-preferred-stock/
Emerging Legal Trends http://www.mnat.com/blog/emerging-legal-trends/ Morris Nichols Corporate and Business Litigation Group partner Bill Lafferty served as a Conference Speaker on the “Emerging Legal Trends” panel at the National Association of Corporate Directors’ (NACD) 2010 Corporate Governance Conference in Washington, DC, October 17-19, 2010. 

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2010-10-27 20:43:27 http://www.mnat.com/blog/emerging-legal-trends/
2010 Ethics and Delaware Lawyer Assistance Program Update http://www.mnat.com/blog/2010-ethics-and-delaware-lawyer-assistance-program-update/ R. Judson Scaggs, Jr. (Faculty), 2010 Ethics and Delaware Lawyer Assistance Program Update, Wilmington, Del. (Oct. 15, 2010)

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2010-10-15 19:18:33 http://www.mnat.com/blog/2010-ethics-and-delaware-lawyer-assistance-program-update/
New Standing Order of the Delaware Court of Chancery: Procedural Changes http://www.mnat.com/blog/new-standing-order-of-the-delaware-court-of-chancery-procedural-changes2/ The Delaware Court of Chancery has instituted new requirements regarding petitions for the modifications of trusts, to be effective immediately.  In its standing order of October 7, 2010 (the "Standing Order"), the Court altered...

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2010-10-01 16:25:20 http://www.mnat.com/blog/new-standing-order-of-the-delaware-court-of-chancery-procedural-changes2/
New Standing Order of the Delaware Court of Chancery: Procedural Changes http://www.mnat.com/blog/new-standing-order-of-the-delaware-court-of-chancery-procedural-changes/ The Delaware Court of Chancery has instituted new requirements regarding petitions for the modifications of trusts, to be effective immediately.  In its standing order of October 7, 2010 (the "Standing Order"), the Court altered...

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2010-10-01 16:21:01 http://www.mnat.com/blog/new-standing-order-of-the-delaware-court-of-chancery-procedural-changes/
In the Matter of Trust for Grandchildren of Wilbert L. and Genevive W. Gore http://www.mnat.com/blog/in-the-matter-of-trust-for-grandchildren-of-wilbert-l-and-genevive-w-gore/ A recent Delaware Court of Chancery opinion used the doctrine of unclean hands to bar a trust beneficiary from claiming a personal economic interest in a trust.  The opinion was issued in response to a Petition for Construction filed by a co-trustee of the subject trust, who had adopted her ex-husband so that he would become a beneficiary of the trust.

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2010-10-01 15:39:47 http://www.mnat.com/blog/in-the-matter-of-trust-for-grandchildren-of-wilbert-l-and-genevive-w-gore/
At the Crossroads: Conflict and Concord Between Bankruptcy and Corporate Law http://www.mnat.com/blog/at-the-crossroads-conflict-and-concord-between-bankruptcy-and-corporate-law/ Gregory W. Werkheiser (Editor), “At the Crossroads: Conflict and Concord Between Bankruptcy and Corporate Law,” Delaware Lawyer, Vol. 28, No. 3 (Fall 2010)

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2010-10-01 12:21:08 http://www.mnat.com/blog/at-the-crossroads-conflict-and-concord-between-bankruptcy-and-corporate-law/
Dissecting the Modern Poison Pill http://www.mnat.com/blog/dissecting-the-modern-poison-pill/ Rick Alexander, Morris Nichols Corporate Law and M&A partner, served as a panelist for the DealLawyers.com Webinar entitled Dissecting the Modern Poison Pill that was broadcast September 30, 2010. 

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2010-09-30 20:48:57 http://www.mnat.com/blog/dissecting-the-modern-poison-pill/
Bankruptcy: Attorney-Client Privilege and Work Product http://www.mnat.com/blog/bankruptcy-attorney-client-privilege-and-work-product/ Gregory W. Werkheiser, “Bankruptcy: Attorney-Client Privilege and Work Product,” Strafford Publishing Webinar/Teleconference (Sept. 30, 2010)

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2010-09-30 12:47:23 http://www.mnat.com/blog/bankruptcy-attorney-client-privilege-and-work-product/
Legislative Developments in Delaware's "Alternative Entities" http://www.mnat.com/blog/commercial-law-counseling-client-alert/ In its latest session, the Delaware legislature enacted several amendments to Delaware's four "alternative entity" statutes - the Delaware Limited Liability Company Act ("DLLCA"), the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), the Delaware Revised Uniform Partnership Act ("DRUPA") and the Delaware Statutory Trust Act ("DSTA").

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2010-09-16 09:48:00 http://www.mnat.com/blog/commercial-law-counseling-client-alert/
State Law Under Proxy Access http://www.mnat.com/blog/state-law-under-proxy-access/ Rick Alexander, Morris Nichols corporate law and M&A partner, wrote “State Law Under Proxy Access,” an entry that appears on The Conference Board’s Governance Center Blog released today.

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2010-09-08 20:46:16 http://www.mnat.com/blog/state-law-under-proxy-access/
Trust Act 2010 Changes to Title 12 of the Delaware Code - Material Changes to Title 12 of the Delaware Code http://www.mnat.com/blog/trust-act-2010-changes-to-title-12-of-the-delaware-code-material-changes/ Delaware Governor Jack Markell signed into law Trust Act 2010 and a bill that addresses formula clauses in certain wills and trusts of persons dying during 2010 as well as Delaware's new Durable Personal Powers of Attorney Act that completely re-writes Delaware's law governing durable powers of attorney used for personal, non-commercial purposes...

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2010-09-01 16:25:52 http://www.mnat.com/blog/trust-act-2010-changes-to-title-12-of-the-delaware-code-material-changes/
Delaware Asset Protection Trusts and Creditors' Rights http://www.mnat.com/blog/delaware-asset-protection-trusts-and-creditors-rights/ Todd Flubacher, ACTEC Fellow and partner in Morris Nichols’ Trusts, Estates and Tax Group and associate Randy Herndon authored Delaware Asset Protection Trusts and Creditors’ Rights featured in the September 2010 edition of Estate Planning Magazine that answers the question:  How is a settlor who creates a trust in which he or she retains the right to receive distributions better off creating the trust as a Delaware asset protection trust (DAPT) than as a trust in another jurisdiction that does not provide creditor protection to a settlor?

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2010-09-01 10:21:29 http://www.mnat.com/blog/delaware-asset-protection-trusts-and-creditors-rights/
Securing and Perfecting "Uncommon" Collateral/Business Divorce from Prenup to Breakup http://www.mnat.com/blog/securing-and-perfecting-uncommon-collateral-business-divorce-from-prenup-to-breakup/ Tarik Haskins, partner in Morris Nichols Delaware Commercial Law Counseling Group, appeared on two panels at the American Bar Association's Annual Meeting in San Francisco, August 9 and August 10, 2013.

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2010-08-10 13:52:32 http://www.mnat.com/blog/securing-and-perfecting-uncommon-collateral-business-divorce-from-prenup-to-breakup/
Judge Leonard P. Stark Confirmed as United States District Judge for the District of Delaware http://www.mnat.com/blog/client-newsletter-judge-leonard-p-stark-confirmed-as-united-states-district-judge-for-the-district-of-delaware/ On August 5, 2010, the United States Senate confirmed President Obama’s nomination of Judge Leonard P. Stark to fill the vacancy on the United States District Court for the District of Delaware created by Judge Jordan’s elevation to the Third Circuit in December 2006.  Judge Stark has been a magistrate judge for the District of Delaware since 2007.

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2010-08-05 13:43:31 http://www.mnat.com/blog/client-newsletter-judge-leonard-p-stark-confirmed-as-united-states-district-judge-for-the-district-of-delaware/
Stone v. Sant, C.A. 890-VCN, V. C. Noble (Del. Ch. July 2, 2010)(Mem. Op.) http://www.mnat.com/blog/stone-v-sant-c-a-890-vcn-v-c-noble-del-ch-july-2-2010-mem-op/ The recent Delaware Court of Chancery opinion in Stone v Sant raises several issues of importance to estate planners and fiduciaries; notable in its consideration of the efficacy of...

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2010-08-01 16:26:35 http://www.mnat.com/blog/stone-v-sant-c-a-890-vcn-v-c-noble-del-ch-july-2-2010-mem-op/
Delaware Makes Significant Changes to Its Unclaimed Property Statute http://www.mnat.com/blog/delaware-makes-significant-changes-to-its-unclaimed-property-statute/ Michael Houghton, Morris Nichols banking, regulatory and Commercial Law Counseling Group partner and Best Lawyers 2009 Banking Lawyer of the Year, and Commercial Law Counseling Group associate Brenda Mayrack, authored Delaware Makes Significant Changes to Its Unclaimed Property Statute, published in the July 28, 2010 issue (Vol. 25, No. 29) of BNA’s Corporate Counsel Weekly

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2010-07-28 20:57:46 http://www.mnat.com/blog/delaware-makes-significant-changes-to-its-unclaimed-property-statute/
N.K.S. Distributors Distributors, Inc. v. Christopher J. Tigani, et al. http://www.mnat.com/blog/n-k-s-distributors-distributors-inc-v-christopher-j-tigani-et-al/ A recent Delaware Court of Chancery order applied the attorney/client privilege to communications between a trustee and his counsel to bar a beneficiary of the trust from accessing those communications.

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2010-06-01 16:27:44 http://www.mnat.com/blog/n-k-s-distributors-distributors-inc-v-christopher-j-tigani-et-al/
Attorney-Client and Joint Defense Privileges in Business Bankruptcy Litigation http://www.mnat.com/blog/attorney-client-and-joint-defense-privileges-in-business-bankruptcy-litigation/ Morris Nichols Business Reorganization & Restructuring partner Donna Culver served as moderator for the panel titled Attorney-Client and Joint Defense Privileges in Business Bankruptcy Litigation at the Widener University School of Law program The Intersection of Federal Bankruptcy and State Corporate Law held at Widener Law’s Delaware Campus, May 24, 2010.
 
The panel included The Honorable Donald F. Parsons Jr., Vice Chancellor of the Delaware Court of Chancery and the Honorable Thomas L. Ambro of the U.S. Court of Appeals for the Third Circuit, among others.  The program, webcast live, was attended by over two-hundred.

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2010-05-24 21:05:21 http://www.mnat.com/blog/attorney-client-and-joint-defense-privileges-in-business-bankruptcy-litigation/
Taking Advantage of the 'Delaware Advantage': Why and How to Settle Trusts in Delaware and Move Trusts to Delaware http://www.mnat.com/blog/advantage-of-the-delaware-advantage-why-and-how-to-settle-trusts-in-delaware-and-move-trusts-to-delaware/ Morris Nichols Trusts, Estates & Tax Group partner Thomas Pulsifer presented Taking Advantage of the 'Delaware Advantage':  Why and How to Settle Trusts in Delaware and Move Trusts to Delaware at the May 20, 2010 meeting of the Chicago Estate Planning Council in Chicago, Illinois.

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2010-05-20 21:03:01 http://www.mnat.com/blog/advantage-of-the-delaware-advantage-why-and-how-to-settle-trusts-in-delaware-and-move-trusts-to-delaware/
Fiduciary Duties and the Implied Covenant of Good Faith and Fair Dealing in LPs and LLCs http://www.mnat.com/blog/fiduciary-duties-and-the-implied-covenant-of-good-faith-and-fair-dealing-in-lps-and-llcs/ Lou Hering, Morris Nichols Commercial Law Counseling Group partner, served as a program panelist discussing Fiduciary Duties and the Implied Covenant of Good Faith and Fair Dealing in LPs and LLCs at the half-day Delaware State Bar Association (DSBA) CLE seminar Hot Topics on Delaware Limited Liability Companies and Limited Partnerships in Wilmington, Delaware, May 13, 2010. 

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2010-05-13 20:59:39 http://www.mnat.com/blog/fiduciary-duties-and-the-implied-covenant-of-good-faith-and-fair-dealing-in-lps-and-llcs/
Amendments to Local Rules Now Effective http://www.mnat.com/blog/client-alert-amendments-to-local-rules-now-effective/ Recent amendments to the District of Delaware Local Rules became effective April 30, 2010.  Two amendments are particularly significant:

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2010-05-10 13:45:59 http://www.mnat.com/blog/client-alert-amendments-to-local-rules-now-effective/
After Twenty-Two Years, Section 203 of the Delaware General Corporation Law Continues to Give Hostile Bidders a Meaningful Opportunity for Success http://www.mnat.com/blog/after-twenty-two-years-section-203-of-the-delaware-general-corporation-law-continues-to-give-hostile-bidders-a-meaningful-opportunity-for-success/ A. Gilchrist Sparks III, Morris Nichols Corporate Litigation and Corporate Law Counseling Group Of Counsel and Best Lawyers 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law, co-authored After Twenty-Two Years, Section 203 of the Delaware General Corporation Law Continues to Give Hostile Bidders a Meaningful Opportunity for Success.  The article appears in the current issue of The Business Lawyer, the quarterly business law journal published by the American Bar Association’s Business Law Section.  Helen Bowers, Ph.D., Associate Professor of Finance at the University of Delaware’s Department of Finance in the Lerner College of Business and Economics co-authored.

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2010-05-01 19:38:50 http://www.mnat.com/blog/after-twenty-two-years-section-203-of-the-delaware-general-corporation-law-continues-to-give-hostile-bidders-a-meaningful-opportunity-for-success/
Complex Commercial Litigation Division Established http://www.mnat.com/blog/complex-commercial-litigation-division-established/ Effective May, 1, 2010, a Delaware Superior Court directive established a Complex Commercial Litigation Division ("CCLD") for the Superior Court in New Castle County.  The directive dedicated a small panel of experienced and distinguished judges to hear qualifying actions.  Among the benefits of litigating in the CCLD are fast-track scheduling and firm trial dates.

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2010-05-01 15:22:26 http://www.mnat.com/blog/complex-commercial-litigation-division-established/
Beware of the False Claims Act Claim: The Potential Case-Killer in Your Claims Register http://www.mnat.com/blog/beware-of-the-false-claims-act-claim-the-potential-case-killer-in-your-claims-register/ Gregory Werkheiser is a featured author in the May 2010 edition of the American Bankruptcy Institute Journal.

The article “Beware of the False Claims Act Claim: The Potential Case-Killer in Your Claims Register” discusses how recent amendments to the federal False Claims Act combine with amendments made to the Bankruptcy Code by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 to threaten the reorganization prospects of debtor corporations that directly or indirectly receive federal funds or transact business with the federal government.

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2010-05-01 12:22:23 http://www.mnat.com/blog/beware-of-the-false-claims-act-claim-the-potential-case-killer-in-your-claims-register/
Pressures on the Annual Meeting Process http://www.mnat.com/blog/pressures-on-the-annual-meeting-process/ A. Gilchrist Sparks III, Morris Nichols Corporate Litigation and Corporate Law Counseling Group Of Counsel and Best Lawyers 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law served as a panel speaker at the American Bar Association (ABA) Business Law Section Spring Meeting in Denver, April 22-24, 2010.

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2010-04-22 15:55:58 http://www.mnat.com/blog/pressures-on-the-annual-meeting-process/
LLCs - Important Case Law Developments 2010 http://www.mnat.com/blog/llcs-important-case-law-developments-2010/ Lou Hering, Commercial Law Counseling Group Partner served as a panel speaker at the American Bar Association (ABA) Business Law Section Spring Meeting in Denver, April 22-24, 2010.

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2010-04-22 15:54:43 http://www.mnat.com/blog/llcs-important-case-law-developments-2010/
Creating Contractual Limitations on Seller Liability that Work Post-Closing: Avoiding Serious Pitfalls in Domestic and International Deals http://www.mnat.com/blog/creating-contractual-limitations-on-seller-liability-that-work-post-closing-avoiding-serious-pitfalls-in-domestic-and-international-deals/ Patricia Vella served as a panel speaker at the American Bar Association (ABA) Business Law Section Spring Meeting in Denver, April 22-24, 2010.

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2010-04-22 15:53:34 http://www.mnat.com/blog/creating-contractual-limitations-on-seller-liability-that-work-post-closing-avoiding-serious-pitfalls-in-domestic-and-international-deals/
Today’s Climate in Reorganizations – Views From Legal/Turnaround Professionals & Bankruptcy Judges http://www.mnat.com/blog/climate-in-reorganizations-views-from-legal-turnaround-professionals-bankruptcy-judges/ Morris Nichols Business Reorganization & Restructuring Group partner and practice group coordinator Robert Dehney served on the panel Today’s Climate in Reorganizations – Views From Legal/Turnaround Professionals & Bankruptcy Judges at the 3rd Annual New York Institute of Credit/ABF Journal/TMA Philadelphia Education Conference in Villanova, Pennsylvania, on April 8, 2010.

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2010-04-08 21:12:11 http://www.mnat.com/blog/climate-in-reorganizations-views-from-legal-turnaround-professionals-bankruptcy-judges/
Delaware Virtual Representation: Increasing Efficiency in Trust Matters http://www.mnat.com/blog/delaware-virtual-representation-increasing-efficiency-in-trust-matters/ Use of the Virtual Representation Statute can eliminate considerable time and expenses that would otherwise be incurred in a judicial proceeding, or non-judicial matter, while still insuring that all interests in a proposed action are adequately represented.  Especially with recent additions...

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2010-04-01 16:28:23 http://www.mnat.com/blog/delaware-virtual-representation-increasing-efficiency-in-trust-matters/
Turnaround Case Study: Ritz Camera http://www.mnat.com/blog/turnaround-case-study-ritz-camera/ Morris Nichols Business Reorganization & Restructuring partner Derek Abbott served as a featured speaker on the panel “Turnaround Case Study: Ritz Camera” at The M&A Advisor’s 4th Annual Distressed Investing Conference and Turnaround Awards Gala in Palm Beach, Florida, March 21-22. 

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2010-03-22 21:14:40 http://www.mnat.com/blog/turnaround-case-study-ritz-camera/
Planning to Avoid Pitfalls: Asset Protection Trusts Thirteen Years After Enactment http://www.mnat.com/blog/planning-to-avoid-pitfalls-asset-protection-trusts-thirteen-years-after-enactment/ Trusts, Estates & Tax Group and Commercial Law Counseling Group partner Todd Flubacher authored Planning to Avoid Pitfalls – Asset Protection Trusts Thirteen Years After Enactment featured in the Winter 2010 edition of Delaware Banker magazine.

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2010-03-07 10:26:12 http://www.mnat.com/blog/planning-to-avoid-pitfalls-asset-protection-trusts-thirteen-years-after-enactment/
The Plain Meaning of Section 365(c): The Tension Between Bankruptcy and Patent Law in Patent Licensing http://www.mnat.com/blog/the-plain-meaning-of-section-365-c-the-tension-between-bankruptcy-and-patent-law-in-patent-licensing/ Jennifer Ying, “The Plain Meaning of Section 365(c): The Tension Between Bankruptcy and Patent Law in Patent Licensing,” 158 U. Pa. L. Rev. 1225 (2010)

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2010-03-01 19:43:30 http://www.mnat.com/blog/the-plain-meaning-of-section-365-c-the-tension-between-bankruptcy-and-patent-law-in-patent-licensing/
2010 Summary of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2010-summary-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2010 Summary of Delaware Case Law Relating to Alternative Entities,” 2010 Annual Meeting of ABA, Section of Business Law (March 1, 2010)

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2010-03-01 15:42:42 http://www.mnat.com/blog/2010-summary-of-delaware-case-law-relating-to-alternative-entities/
2010 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2010-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2010 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2010 Annual Meeting of ABA, Section of Business Law (March 1, 2010)

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2010-03-01 15:40:17 http://www.mnat.com/blog/2010-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
The Special Committee: Not Just Window Dressing http://www.mnat.com/blog/the-special-committee-not-just-window-dressing/ Morris Nichols corporate law and M&A partner Rick Alexander moderated the session entitled The Special Committee:  Not Just Window Dressing at the Practising Law Institute (PLI) Going Private 2010:  Doing the Deal Right seminar, on February 25, 2010, in New York City.  Close to 100 attended the daylong seminar that was also simulcast live on-line.

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2010-02-25 21:18:12 http://www.mnat.com/blog/the-special-committee-not-just-window-dressing/
The Instant Impact of In re Premier Int’l Holdings, Inc. (Del. Bankr. Jan. 20, 2010) on Bankruptcy Lawyers and Rule 2019 Disclosures by Informal Creditor Groups http://www.mnat.com/blog/the-instant-impact-of-in-re-premier-int-l-holdings-inc-del-bankr-jan-20-2010-on-bankruptcy-lawyers-and-rule-2019-disclosures-by-informal-creditor-groups/ Morris Nichols Business Reorganization & Restructuring associate Andrew Remming hosted the live webinar The Instant Impact of In re Premier Int’l Holdings, Inc. (Del. Bankr. Jan. 20, 2010) on Bankruptcy Lawyers and Rule 2019 Disclosures by Informal Creditor Groups on Tuesday, February 23, 2010.  The webinar is part of a continuing legal education series for bankruptcy lawyers produced by ExecSense Webinars.

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2010-02-23 21:24:17 http://www.mnat.com/blog/the-instant-impact-of-in-re-premier-int-l-holdings-inc-del-bankr-jan-20-2010-on-bankruptcy-lawyers-and-rule-2019-disclosures-by-informal-creditor-groups/
Third Annual Conference on Securities Regulation http://www.mnat.com/blog/third-annual-conference-on-securities-regulation/ R. Judson Scaggs, Jr. (Faculty), Third Annual Conference on Securities Regulation, Dallas, Tex. (Feb. 11, 2010)

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2010-02-11 19:17:32 http://www.mnat.com/blog/third-annual-conference-on-securities-regulation/
Director Fiduciary Duties in M&A Transactions http://www.mnat.com/blog/director-fiduciary-duties-in-m-a-transactions/ Morris, Nichols Corporate Litigation and Corporate Law Counseling Group Of Counsel and Best Lawyers 2009 Delaware Corporate Lawyer of the Year and 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law, served as a panelist on the session entitled Director Fiduciary Duties in M&A Transactions at the Practising Law Institute (PLI) Contests for Corporate Control 2010:  Current Offensive & Defensive Strategies in M&A Transactions seminar, February 4, 2010, in New York City.  Over 200 participated in this year’s program that was simulcast live on-line.

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2010-02-04 21:21:57 http://www.mnat.com/blog/director-fiduciary-duties-in-m-a-transactions/
Best Practices for Managing Cross-Border Insolvencies & Restructurings http://www.mnat.com/blog/best-practices-for-managing-cross-border-insolvencies-restructurings/ Morris Nichols Business Reorganization & Restructuring partner Derek Abbott served as a panel speaker for Best Practices for Managing Cross-Border Insolvencies & Restructurings at the 10th Annual Advanced Insolvency & Restructuring Law Conference, January 20-21, 2010, in Toronto, Canada.

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2010-01-21 21:26:19 http://www.mnat.com/blog/best-practices-for-managing-cross-border-insolvencies-restructurings/
A Comprehensive Guide to Redeveloping Contaminated Property http://www.mnat.com/blog/a-comprehensive-guide-to-redeveloping-contaminated-property/ Megan Ward Cascio, Delaware, in Brownfields: “A Comprehensive Guide to Redeveloping Contaminated Property,” Chapter 35, Todd S. Davis and Scott A. Sherman eds., 3rd ed. (2010)

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2010-01-01 19:42:24 http://www.mnat.com/blog/a-comprehensive-guide-to-redeveloping-contaminated-property/
How to Work Hard, Play Hard and Not Implode http://www.mnat.com/blog/how-to-work-hard-play-hard-and-not-implode/ R. Judson Scaggs, Jr. (Co-presenter), “How to Work Hard, Play Hard and Not Implode,” program for all Delaware Department of Justice Attorneys, given in five sessions during 2010 at locations throughout Delaware

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2010-01-01 19:19:56 http://www.mnat.com/blog/how-to-work-hard-play-hard-and-not-implode/
Repose vs. Freedom: Delaware's Prohibition on Extending the Statute of Limitations by Contract: What Practitioners Should Know http://www.mnat.com/blog/repose-vs-freedom-delaware-s-prohibition-on-extending-the-statute-of-limitations-by-contract-what-practitioners-should-know/ Melissa A. DiVincenzo, “Repose vs. Freedom—Delaware’s Prohibition on Extending the Statute of Limitations by Contract: What Practitioners Should Know,” Delaware Law Review, Vol. 12, No. 1 (2010)

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2010-01-01 15:20:46 http://www.mnat.com/blog/repose-vs-freedom-delaware-s-prohibition-on-extending-the-statute-of-limitations-by-contract-what-practitioners-should-know/
PLI Venue Based Patent Litigation Strategies http://www.mnat.com/blog/pli-venue-based-patent-litigation-strategies/ Karen Jacobs (Presenter), “PLI Venue Based Patent Litigation Strategies” (2010) 

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2010-01-01 13:12:03 http://www.mnat.com/blog/pli-venue-based-patent-litigation-strategies/
Federalization vs. Federalism in Corporation Law http://www.mnat.com/blog/federalization-vs-federalism-in-corporation-law/ Stephen P. Lamb, John P. DiTomo, “Federalization vs. Federalism in Corporation Law,” Ch. 25, Corporate Governance 2010—A Master Class, Practising Law Institute (2010)

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2010-01-01 13:00:41 http://www.mnat.com/blog/federalization-vs-federalism-in-corporation-law/
‘McKesson’ Part II – State’s Response Offers Insight, Guidance To Holders Facing Audit for Inventory and Other Property Types http://www.mnat.com/blog/mckesson-part-ii-state-s-response-offers-insight-guidance-to-holders-facing-audit-for-inventory-and-other-property-types/ Morris Nichols banking, regulatory and commercial law counseling partner and Best Lawyers 2009 Banking Lawyer of the Year Michael Houghton, and Commercial Law Counseling Group associate Brenda Mayrack, authored ‘McKesson’ Part II – State’s Response Offers Insight, Guidance To Holders Facing Audit for Inventory and Other Property Types, published in the December 30, 2009 issue (Vol. 24, No. 49) of BNA’s Corporate Counsel Weekly.  Samuel Schaunaman, Esq. of Thomson Reuters co-authored.

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2009-12-30 21:32:33 http://www.mnat.com/blog/mckesson-part-ii-state-s-response-offers-insight-guidance-to-holders-facing-audit-for-inventory-and-other-property-types/
Global Navigation Through the Uncertainties of Insolvency and Restructuring http://www.mnat.com/blog/global-navigation-through-the-uncertainties-of-insolvency-and-restructuring/ Morris Nichols business reorganization and restructuring partner Eric Schwartz served as program moderator for the Global Navigation Through the Uncertainties of Insolvency and Restructuring presentation during the weeklong TerraLex Annual General Meeting in Hong Kong.

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2009-12-16 21:28:17 http://www.mnat.com/blog/global-navigation-through-the-uncertainties-of-insolvency-and-restructuring/
The Delaware Difference in Trust Legislation—Do the Uniform Trust Acts Matter? http://www.mnat.com/blog/the-delaware-difference-in-trust-legislation-do-the-uniform-trust-acts-matter/ Morris Nichols’ Trusts, Estates & Tax Group partner Thomas Pulsifer was a featured speaker at the 2009 Delaware Trust Conference in Wilmington, Del.  He participated on the panel “The Delaware Difference in Trust Legislation—Do the Uniform Trust Acts Matter?” a point/counterpoint discussion contrasting the unique trust legislation enacted in Delaware versus the provisions of the Uniform Trust Acts.  Tom was joined by Cynthia Brown, Esq., Vice President - Legal Affairs, Commonwealth Trust, Ellisa Opstbaum Habbart, Esq., American Bar Association Advisor, Robert H. Sitkoff, John L. Gray Professor of Law, Harvard Law School; and Edward M. Watters, III, Esq., Partner, Pepper Hamilton LLP.

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2009-12-16 20:26:55 http://www.mnat.com/blog/the-delaware-difference-in-trust-legislation-do-the-uniform-trust-acts-matter/
Creditor Protection: How to Use, Not Abuse http://www.mnat.com/blog/creditor-protection-how-to-use-not-abuse/ Morris Nichols Trusts, Estates & Tax Group partner Todd Flubacher was a featured speakers at the 2009 Delaware Trust Conference in Wilmington, Del.  He moderated the panel “Creditor Protection: How to Use, Not Abuse,” a discussion on red flags, pitfalls, and problems encountered when planning for creditor protection and strategies to help avoid them.  Todd was joined by William H. Lunger, Esq., Martin & Lunger, P.A, Marion M. Quirk, Esq, Member, Cole, Schotz, Meisel, Foreman, & Leonard, P.A., and Gregory J. Weinig, Esq., Partner, Connolly Bove Lodge & Hutz LLP.

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2009-12-16 20:25:33 http://www.mnat.com/blog/creditor-protection-how-to-use-not-abuse/
Delaware Corporate Law Developments http://www.mnat.com/blog/delaware-corporate-law-developments/ Morris Nichols corporate and business litigation group partner Bill Lafferty served as Institute Faculty and spoke on the Delaware Corporate Law Developments panel at the Practicing Law Institute’s (PLI) 41st Annual Securities Regulation Institute 2009, held at the New York City Hilton, November 4-6, 2009. The seminar was simultaneously webcast live.

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2009-11-06 21:38:34 http://www.mnat.com/blog/delaware-corporate-law-developments/
McKesson Corporation Lawsuit Challenges Delaware’s Assessment of Unclaimed Property Liability For Inventory Mismatches http://www.mnat.com/blog/corporation-lawsuit-challenges-delaware-s-assessment-of-unclaimed-property-liability-for-inventory-mismatches/ Morris Nichols banking, regulatory and commercial law counseling partner and Best Lawyers 2009 Banking Lawyer of the Year Michael Houghton, and Commercial Law Counseling Group associate Brenda Mayrack, authored McKesson Corporation Lawsuit Challenges Delaware’s Assessment of Unclaimed Property Liability For Inventory Mismatches published in the November 4, 2009 issue (Vol. 24, No. 42) of BNA’s Corporate Counsel Weekly.  Samuel Schaunaman, Esq. of Thomson Reuters co-authored.

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2009-11-04 21:34:54 http://www.mnat.com/blog/corporation-lawsuit-challenges-delaware-s-assessment-of-unclaimed-property-liability-for-inventory-mismatches/
Pleading Director Knowledge http://www.mnat.com/blog/pleading-director-knowledge/ The article Pleading Director Knowledge authored by Morris Nichols' Corporate Litigation and Corporate Law Counseling Group partner and Best Lawyers 2009 Delaware Corporate Lawyer of the Year A. Gilchrist Sparks III and Associate Christine H. Dupriest was featured in In Brief, the Practicing Law Institute’s (PLI) on-line weekly eNewsletter series.

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2009-10-28 21:41:19 http://www.mnat.com/blog/pleading-director-knowledge/
Corporate Transactions: Best Practices http://www.mnat.com/blog/corporate-transactions-best-practices/ Patricia O. Vella served as a faculty speaker at the day-long CLE seminar, Office and Trial Practice, co-sponsored by the Delaware State Bar Association and the Delaware Bar Foundation, held on Oct. 23, 2009, at the Chase Center on the Riverfront, Wilmington, Delaware.  Approximately 150 people attended this year’s Office and Trial Practice seminar.

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2009-10-23 15:52:29 http://www.mnat.com/blog/corporate-transactions-best-practices/
Corporate Law: Current Developments http://www.mnat.com/blog/corporate-law-current-developments/ Morris Nichols Corporate Litigation and Corporate Law Counseling Group partner and Best Lawyers 2009 “Delaware Corporate Lawyer of the Year” A. Gilchrist Sparks III served as a faculty speaker at the day-long CLE seminar, Office and Trial Practice, co-sponsored by the Delaware State Bar Association and the Delaware Bar Foundation, held on Oct. 23, 2009, at the Chase Center on the Riverfront, Wilmington, Delaware.  Approximately 150 people attended this year’s Office and Trial Practice seminar.

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2009-10-23 15:51:06 http://www.mnat.com/blog/corporate-law-current-developments/
Delaware Law Issues in M&A and Related Transactions http://www.mnat.com/blog/delaware-law-issues-in-m-a-and-related-transactions/ Morris Nichols corporate and business litigation group partner Bill Lafferty served as Institute Faculty and spoke on the panel Delaware Law Issues in M&A and Related Transactions at the 6th Annual Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions, at the New York City Bar in New York, September 23 - 25, 2009.

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2009-09-25 21:50:44 http://www.mnat.com/blog/delaware-law-issues-in-m-a-and-related-transactions/
Board of Directors' Fiduciary Obligations in M&A and Recent Cases http://www.mnat.com/blog/board-of-directors-fiduciary-obligations-in-m-a-and-recent-cases/ Morris Nichols corporate law and M&A partner Rick Alexander served as a featured panelist for Board of Directors' Fiduciary Obligations in M&A and Recent Cases at the annual RR Donnelley SEC Hot Topics Institute in Houston, Texas, on September 17, 2009.

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2009-09-17 21:46:54 http://www.mnat.com/blog/board-of-directors-fiduciary-obligations-in-m-a-and-recent-cases/
ABI's 2009 Complex Financial Restructuring Program (CFRP) http://www.mnat.com/blog/abi-s-2009-complex-financial-restructuring-program-cfrp/ Eric D. Schwartz (Featured Moderator), ABI’s 2009 Complex Financial Restructuring Program (CFRP) case study held concurrently with ABI’s 17th Annual Southwest Bankruptcy Conference at the Hyatt Regency Lake Tahoe Resort, Incline Village, Nev. (Sept. 10-11, 2009)

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2009-09-10 20:12:10 http://www.mnat.com/blog/abi-s-2009-complex-financial-restructuring-program-cfrp/
Trust Act 2009 & Uniform Principal and Income Act - Material Changes to Title 12 of the Delaware Code http://www.mnat.com/blog/trust-act-2009-uniform-principal-and-income-act-material-changes-to-title/ Delaware’s Governor Jack Markell signed into law Trust Act 2009 and the Uniform Principal and Income Act, effective August 1, 2009, and a bill that reinstated an estate tax in the State of Delaware, effective immediately, and a bill that, among other things, increased filing fees for statutory trusts...

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2009-09-01 16:29:59 http://www.mnat.com/blog/trust-act-2009-uniform-principal-and-income-act-material-changes-to-title/
Merrill Lynch Trust Company, FSB, v. Mary F.C. Campbell, et al. http://www.mnat.com/blog/merrill-lynch-trust-company-fsb-v-mary-f-c-campbell-et-al/ A recent Delaware Court of Chancery opinion has important implications for trustee accounting actions, particularly where the court reviews a trustee's investment decisions.  The opinion places great emphasis on...

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2009-09-01 16:29:02 http://www.mnat.com/blog/merrill-lynch-trust-company-fsb-v-mary-f-c-campbell-et-al/
Capital Markets: Making Bricks without Straw http://www.mnat.com/blog/capital-markets-making-bricks-without-straw/ Morris Nichols Business Reorganization & Restructuring partner Derek Abbott served as a panel speaker for Capital Markets: Making Bricks without Straw at the American Bankruptcy Institute (ABI) Mid-Atlantic Bankruptcy Conference held on August 6-8, 2009 in Hershey, Pennsylvania.

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2009-08-08 21:52:30 http://www.mnat.com/blog/capital-markets-making-bricks-without-straw/
2009 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes http://www.mnat.com/blog/2009-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/ Commercial Law Counseling Group partner Lou Hering “2009 Amendments to Delaware’s General Corporation Law and Alternative Entities Statutes” featured in the August 5 edition of BNA’s Corporate Counsel Weekly.

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2009-08-05 20:17:42 http://www.mnat.com/blog/2009-amendments-to-delaware-s-general-corporation-law-and-alternative-entity-statutes/
LLCs - Important Case Law Developments 2009 http://www.mnat.com/blog/llcs-important-case-law-developments-2009/ Morris Nichols Commercial Law Counseling Group partner Lou Hering served as a Program speaker for LLCs - Important Case Law Developments 2009 at the American Bar Association (ABA) Annual Meeting in Chicago, July 30 - August 4, 2009.

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2009-08-04 21:54:20 http://www.mnat.com/blog/llcs-important-case-law-developments-2009/
The Delaware Personal Trust Advantage is Useful in Many Scenarios http://www.mnat.com/blog/the-delaware-personal-trust-advantage-is-useful-in-many-scenarios/ Trusts, Estates and Tax Group partner Thomas Pulsifer is a co-author of The Delaware Personal Trust Advantage is Useful in Many Scenarios featured in the June 2009 edition of Estate Planning.  The article was co-authored by Anne Marie Levin, Esquire, Vice President and Delaware Trust Specialist for PNC Wealth Management.

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2009-06-01 22:02:43 http://www.mnat.com/blog/the-delaware-personal-trust-advantage-is-useful-in-many-scenarios/
2009 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2009-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2009 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2009 Annual Meeting of ABA, Section of Business Law (June 1, 2009)

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2009-06-01 15:47:20 http://www.mnat.com/blog/2009-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
2009 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2009-supplement-to-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2009 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2009 Annual Meeting of ABA, Section of Business Law (June 1, 2009)

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2009-06-01 15:45:22 http://www.mnat.com/blog/2009-supplement-to-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
The Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers http://www.mnat.com/blog/the-role-of-the-board-in-turbulent-times-responding-to-unsolicited-takeover-offers/ Morris Nichols corporate law and M&A partner Rick Alexander authored the report “The Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers” published by The Conference Board Governance Center.

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2009-06-01 14:58:25 http://www.mnat.com/blog/the-role-of-the-board-in-turbulent-times-responding-to-unsolicited-takeover-offers/
Corporate Governance Developments in a Recessionary Environment http://www.mnat.com/blog/corporate-governance-developments-in-a-recessionary-environment/ Eric Klinger-Wilensky, “Corporate Governance Developments in a Recessionary Environment,” Securities Regulation & Law Report, Vol. 41, No. 20 (May 18, 2009)

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2009-05-18 20:04:27 http://www.mnat.com/blog/corporate-governance-developments-in-a-recessionary-environment/
Staying on the Right Side in Litigation: From Rule 11 to Section 285 http://www.mnat.com/blog/staying-on-the-right-side-in-litigation-from-rule-11-to-section-285/ Julia Heaney (Speaker), “Staying on the Right Side in Litigation: From Rule 11 to Section 285,” American Intellectual Property Law Association, 2009 Spring Meeting, San Diego, Calif. (May 13-15, 2009)

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2009-05-13 16:04:27 http://www.mnat.com/blog/staying-on-the-right-side-in-litigation-from-rule-11-to-section-285/
Developments in M&A http://www.mnat.com/blog/developments-in-m-a/ Morris Nichols corporate law and M&A partner Rick Alexander spoke on the panel Developments in M&A at the 29th Annual Ray Garrett, Jr. Corporate and Securities Law Institute at the Thorne Auditorium, Northwestern University School of Law, Chicago, Illinois, April 30 – May 1, 2009. 

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2009-05-01 22:06:47 http://www.mnat.com/blog/developments-in-m-a/
What They Don't Know Can Hurt Them: Corporate Officers' Duty of Candor to Directors http://www.mnat.com/blog/what-they-don-t-know-can-hurt-them-corporate-officers-duty-of-candor-to-directors/ Shannon Elizabeth German, “What They Don’t Know Can Hurt Them: Corporate Officers’ Duty of Candor to Directors,” Delaware Journal of Corporate Law, Vol. 34, No. 1 (April 30, 2009)

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2009-04-30 15:22:10 http://www.mnat.com/blog/what-they-don-t-know-can-hurt-them-corporate-officers-duty-of-candor-to-directors/
Looking for DIP? An Evaluation of Market Availability, Sources, and Terms http://www.mnat.com/blog/looking-for-dip-an-evaluation-of-market-availability-sources-and-terms/ Business Reorganization & Restructuring Group partner and practice group coordinator Robert Dehney was a featured moderator at the Distressed & Turnaround Investment Forum – Spring 2009 in Chicago on April 28 – 29, 2009.

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2009-04-29 22:09:29 http://www.mnat.com/blog/looking-for-dip-an-evaluation-of-market-availability-sources-and-terms/
Focus on Client Service Value Add http://www.mnat.com/blog/focus-on-client-service-value-add/ Morris Nichols business reorganization and restructuring partner Eric Schwartz served as a program presenter at the Annual Terralex Americas Regional Meeting, April 22-24, in Atlanta, Georgia.  Among those who joined Eric on the panel were Betsy Spellman of Steptoe & Johnson, Bill Hannay of Schiff Hardin, Jake Lutz of Troutman Sanders, Scott Sorrels of Bryan Cave, and Beni Surpin of Sheppard Mullen.

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2009-04-22 20:13:23 http://www.mnat.com/blog/focus-on-client-service-value-add/
Roles Played and Issues Faced by Financial Advisors in Today's Deals http://www.mnat.com/blog/roles-played-and-issues-faced-by-financial-advisors-in-today-s-deals/ Morris Nichols corporate law and M&A partner Rick Alexander served as a faculty member and moderated the panel, Roles Played and Issues Faced by Financial Advisors in Today's Deals, at the Twenty-First Annual Corporate Law Institute at Tulane University Law School, New Orleans, April 2-3, 2009.  Over 200 attended this year’s Institute.

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2009-04-03 22:12:15 http://www.mnat.com/blog/roles-played-and-issues-faced-by-financial-advisors-in-today-s-deals/
Annual Update on Delaware Business Law http://www.mnat.com/blog/annual-update-on-delaware-business-law/ Morris Nichols corporate law and M&A partner Rick Alexander spoke on the Plenary Session Panel:  Annual Update on Delaware Business Law at the Delaware Business Law Forum, March 6 - 7, 2009, hosted by the Widener University School of Law, Wilmington, Delaware, and sponsored by the American Bar Association Section of Business Law.

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2009-03-07 22:20:01 http://www.mnat.com/blog/annual-update-on-delaware-business-law/
The Special Committee: Not Just Window Dressing http://www.mnat.com/blog/the-special-committee-not-just-window-dressing-2009/ Morris Nichols corporate law and M&A partner Rick Alexander served as a faculty member on the panel, The Special Committee: Not Just Window Dressing, at the Practicing Law Institute’s seminar Going Private: Doing It Right 2009 in New York City, February 26, 2009.  Rick was joined by Richard Climan of Cooley Godward and Ethan Klingsberg of Cleary Gottlieb.

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2009-02-26 22:29:00 http://www.mnat.com/blog/the-special-committee-not-just-window-dressing-2009/
The Ins and Outs in Drafting MAC Clauses, Termination Rights and Other Heavily Litigated Provisions in Transactional Agreements http://www.mnat.com/blog/the-ins-and-outs-in-drafting-mac-clauses-termination-rights-and-other-heavily-litigated-provisions-in-transactional-agreements/ Morris Nichols partners Andrew Johnston and R.J. Scaggs, Jr. served as faculty members at the 31st Annual Securities Regulation and Business Law Conference, Feb. 12 to 13, 2009 in Dallas, Tex. on a panel entitled: “The Ins and Outs in Drafting MAC Clauses, Termination Rights and Other Heavily Litigated Provisions in Transactional Agreements.”

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2009-02-12 19:54:45 http://www.mnat.com/blog/the-ins-and-outs-in-drafting-mac-clauses-termination-rights-and-other-heavily-litigated-provisions-in-transactional-agreements/
Recent Delaware Law Developments in Advancement and Indemnification: An Analytical Guide http://www.mnat.com/blog/recent-delaware-law-developments-in-advancement-and-indemnification-an-analytical-guide/ Morris Nichols Delaware Corporate Law Counseling partner Andrew M. Johnston authored “Recent Delaware Law Developments in Advancement and Indemnification: An Analytical Guide” that appears in the current edition of NYU Journal of Law & Business.  Jeffrey Gorris of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Amy L. Simmerman co-authored.

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2009-01-01 19:57:30 http://www.mnat.com/blog/recent-delaware-law-developments-in-advancement-and-indemnification-an-analytical-guide/
Analysis of the 2009 Amendments to the Delaware General Corporation Law http://www.mnat.com/blog/analysis-of-the-2009-amendments-to-the-delaware-general-corporation-law/ James D. Honaker, Jeffrey R. Wolters, “Analysis of the 2009 Amendments to the Delaware General Corporation Law,” Delaware, Aspen Publishers, Inc. (2009)

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2009-01-01 19:46:09 http://www.mnat.com/blog/analysis-of-the-2009-amendments-to-the-delaware-general-corporation-law/
Revised Form 990 for Public Charities http://www.mnat.com/blog/revised-form-990-for-public-charities/ Kimberly Gill McKinnon (Panelist), “Revised Form 990 for Public Charities,” Delaware Tax Institute (2009)

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2009-01-01 14:06:57 http://www.mnat.com/blog/revised-form-990-for-public-charities/
Defining the Proper Subject Matter for a Bylaw under Delaware Law http://www.mnat.com/blog/defining-the-proper-subject-matter-for-a-bylaw-under-delaware-law/ John P. DiTomo and William M. Lafferty, “Defining the Proper Subject Matter for a Bylaw under Delaware Law,” Practising Law Institute Corporate Governance 2009, 1774 PLI/Corp 337

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2009-01-01 13:03:53 http://www.mnat.com/blog/defining-the-proper-subject-matter-for-a-bylaw-under-delaware-law/
The Delaware Decanting Statute http://www.mnat.com/blog/the-delaware-decanting-statute/ Delaware is among seven states to have enacted so-called "decanting statutes" permitting trustees authorized to make outright distributions from a trust to instead make such distributions in further trust.  The concept is simple but the implications and opportunities are immense and complex...

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2008-12-04 16:49:15 http://www.mnat.com/blog/the-delaware-decanting-statute/
DING Trusts http://www.mnat.com/blog/ding-trusts/ It is difficult to draft a trust instrument where the settler gives up enough rights to make the trust a nongrantor but retains enough rights to make transfers to the trust incomplete gifts...

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2008-12-03 16:49:59 http://www.mnat.com/blog/ding-trusts/
Intellectually Bankrupt? Five Potential Pitfalls When Intellectual Property Interests Meet Bankruptcy Proceedings http://www.mnat.com/blog/intellectually-bankrupt-five-potential-pitfalls-when-intellectual-property-interests-meet-bankruptcy-proceedings/ Morris Nichols Business Reorganization & Restructuring partner Gregory Werkheiser was a featured author in the Winter 2008/2009 edition of Delaware Lawyer.

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2008-12-01 12:24:48 http://www.mnat.com/blog/intellectually-bankrupt-five-potential-pitfalls-when-intellectual-property-interests-meet-bankruptcy-proceedings/
Mechanics of Changing Trust Situs, How to move a trust to Delaware http://www.mnat.com/blog/mechanics-of-changing-trust-situs-how-to-move-a-trust-to-delaware/ What Does It Mean to "Change a Trust's Situs"?  Unfortunately, the term "trust situs" means different things in different contexts... (more)

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2008-11-29 17:06:12 http://www.mnat.com/blog/mechanics-of-changing-trust-situs-how-to-move-a-trust-to-delaware/
Trust Act 2007 & Trust Act 2008 - Material Changes to Title 12 of the http://www.mnat.com/blog/trust-act-2007-trust-act-2008-material-changes-to-title-12-of-the/ Delaware's Governor Ruth Ann Minner signed into law Trust Act 2007 on July 5, 2007 and Trust Act 2008 on June 26, 2008. These two pieces of legislation were drafted by committees of the Estates and Trusts...

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2008-11-01 16:30:32 http://www.mnat.com/blog/trust-act-2007-trust-act-2008-material-changes-to-title-12-of-the/
Distressed Retail Summit: Turnarounds, Restructurings, Bankruptcies & Distressed Investing Conference http://www.mnat.com/blog/distressed-retail-summit-turnarounds-restructurings-bankruptcies-distressed-investing-conference/ Eric D. Schwartz (Featured Panelist), Distressed Retail Summit:  Turnarounds, Restructurings, Bankruptcies & Distressed Investing Conference, New York, N.Y., (Oct. 15-17, 2008)

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2008-10-15 20:11:18 http://www.mnat.com/blog/distressed-retail-summit-turnarounds-restructurings-bankruptcies-distressed-investing-conference/
Recent Private Letter Ruling Reforms Grantor Trust http://www.mnat.com/blog/recent-private-letter-ruling-reforms-grantor-trust/ Many states, including Delaware, have enacted new laws which provide that the reimbursement of tax liabilities in the discretion of the trustee will not cause the assets of the trust to become subject to the claims...

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2008-10-01 16:31:08 http://www.mnat.com/blog/recent-private-letter-ruling-reforms-grantor-trust/
Treatment of Licenses and Other Intellectual Property Interests in Bankruptcy http://www.mnat.com/blog/treatment-of-licenses-and-other-intellectual-property-interests-in-bankruptcy/ Gregory W. Werkheiser, “Treatment of Licenses and Other Intellectual Property Interests in Bankruptcy,” Intersection of Bankruptcy and Intellectual Property, Joint Program of U.S. Bankruptcy Court for the District of Delaware and Federal Bar Association, Delaware Chapter (Sept. 11, 2008)

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2008-09-11 12:49:15 http://www.mnat.com/blog/treatment-of-licenses-and-other-intellectual-property-interests-in-bankruptcy/
The Dealmaker's Guide to Buying Distressed Assets—Section 363 Sales and the Alternatives http://www.mnat.com/blog/the-dealmaker-s-guide-to-buying-distressed-assets-section-363-sales-and-the-alternatives/ Rob Dehney and Curtis Miller co-authored “The Dealmaker’s Guide to Buying Distressed Assets—Section 363 Sales and the Alternatives.” The article is featured in the September 2008 edition of Norton Annual Survey of Bankruptcy Law.  Geared toward that deal professional seeking an introduction to purchasing distressed companies (or pieces thereof) under Bankruptcy Code Section 363, the authors paint not only the legal landscape but also discuss the competing considerations in which business decisions in this context are made in the real world.

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2008-09-01 15:10:26 http://www.mnat.com/blog/the-dealmaker-s-guide-to-buying-distressed-assets-section-363-sales-and-the-alternatives/
2007 Developments in Delaware Corporation Law http://www.mnat.com/blog/2007-developments-in-delaware-corporation-law/ Eric Klinger-Wilensky, “2007 Developments in Delaware Corporation Law,” Securities Regulation & Law Report, Vol. 40, No. 19 (May 12, 2008)

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2008-05-12 20:05:45 http://www.mnat.com/blog/2007-developments-in-delaware-corporation-law/
New Legislation Creates State Tax Planning Opportunities for the Financial http://www.mnat.com/blog/new-legislation-creates-state-tax-planning-opportunities-for-the-financial/ Delaware has enacted new legislation that changed Title 5 and 30 of the Delaware Code to provide special tax status for asset management corporations for purposes of the Delaware corporate income tax...

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2008-04-01 16:32:10 http://www.mnat.com/blog/new-legislation-creates-state-tax-planning-opportunities-for-the-financial/
An Optimal Mix of Clarity and Flexibility http://www.mnat.com/blog/an-optimal-mix-of-clarity-and-flexibility/ Frederick H. Alexander, “An Optimal Mix of Clarity and Flexibility,” Delaware Lawyer, Vol. 26, No. 1 (Spring 2008)

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2008-04-01 14:59:45 http://www.mnat.com/blog/an-optimal-mix-of-clarity-and-flexibility/
Taking advantage of the "Delaware Advantage:" Why and how to settle trusts in Delaware and move trusts to Delaware http://www.mnat.com/blog/taking-advantage-of-the-delaware-advantage-why-and-how-to-settle-trusts-in-delaware-and-move-trusts-to-delaware2/ In general, Delaware does not impose any taxes upon trusts except in cases where one or more trust beneficiaries live in Delaware and then only upon the portion of the trust income attributable to the Delaware resident beneficiaries...

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2008-03-13 16:58:57 http://www.mnat.com/blog/taking-advantage-of-the-delaware-advantage-why-and-how-to-settle-trusts-in-delaware-and-move-trusts-to-delaware2/
Covering Their Tails—Again: Court Rejects Objection to Officer Advancement Claim under 11 U.S.C. §502(e)(1)(B)1 http://www.mnat.com/blog/covering-their-tails-again-court-rejects-objection-to-officer-advancement-claim-under-11-u-s-c-502-e-1-b-1/ Curtis S. Miller, “Covering Their Tails—Again: Court Rejects Objection to Officer Advancement Claim under 11 U.S.C. §502(e)(1)(B)1,” ABI Journal, p. 38 (Feb. 2008)

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2008-02-01 20:22:17 http://www.mnat.com/blog/covering-their-tails-again-court-rejects-objection-to-officer-advancement-claim-under-11-u-s-c-502-e-1-b-1/
2008 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2008-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2008 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2008 ABA Annual Meeting, Section of Business Law (Feb. 1, 2008)

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2008-02-01 15:48:50 http://www.mnat.com/blog/2008-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
Willful Infringement—Seagate and Proposed Patent Reform Legislation http://www.mnat.com/blog/willful-infringement-seagate-and-proposed-patent-reform-legislation/ Julia Heaney (Speaker), “Willful Infringement—Seagate and Proposed Patent Reform Legislation,” American Intellectual Property Law Association, 2008 Mid-Winter Meeting, Phoenix, Ariz. (Jan. 23-26, 2008)

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2008-01-23 16:05:30 http://www.mnat.com/blog/willful-infringement-seagate-and-proposed-patent-reform-legislation/
Recent Case Law Developments Relating to Delaware's Alternative Entities http://www.mnat.com/blog/recent-case-law-developments-relating-to-delaware-s-alternative-entities/ Tarik J. Haskins, “Recent Case Law Developments Relating to Delaware’s Alternative Entities,” Delaware Law Review, Vol. 10, No. 1 (2008)

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2008-01-01 15:53:53 http://www.mnat.com/blog/recent-case-law-developments-relating-to-delaware-s-alternative-entities/
Stockholders in Corporate Governance: Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist Bylaws http://www.mnat.com/blog/stockholders-in-corporate-governance-power-to-the-franchise-or-the-fiduciaries-an-analysis-of-the-limits-on-stockholder-activist-bylaws/ Frederick H. Alexander, James D. Honaker, “Stockholders in Corporate Governance: Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist Bylaws,” Delaware Journal of Corporate Law, Vol. 33 (2008)

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2008-01-01 15:00:58 http://www.mnat.com/blog/stockholders-in-corporate-governance-power-to-the-franchise-or-the-fiduciaries-an-analysis-of-the-limits-on-stockholder-activist-bylaws/
Management Projections: To Disclose or Not to Disclose http://www.mnat.com/blog/management-projections-to-disclose-or-not-to-disclose/ John P. DiTomo and A. Gilchrist Sparks III, “Management Projections: To Disclose or Not to Disclose?” 1677 PLI/Corp 379 (2008)

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2008-01-01 13:07:04 http://www.mnat.com/blog/management-projections-to-disclose-or-not-to-disclose/
Dual Representation in Derivative Litigation: The Corporate Counsel's Role in Managing the Corporation's Conflicts of Interests http://www.mnat.com/blog/dual-representation-in-derivative-litigation-the-corporate-counsel-s-role-in-managing-the-corporation-s-conflicts-of-interests/ John P. DiTomo, “Dual Representation in Derivative Litigation: The Corporate Counsel’s Role in Managing the Corporation’s Conflicts of Interests,” 1677 PLI/Corp 867 (2008)

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2008-01-01 13:05:37 http://www.mnat.com/blog/dual-representation-in-derivative-litigation-the-corporate-counsel-s-role-in-managing-the-corporation-s-conflicts-of-interests/
Mechanics of Changing Trust Situs, How to Move a Trust to Delaware http://www.mnat.com/blog/mechanics-of-changing-trust-situs-how-to-move-a-trust-to-delaware2/ What Does It Mean to "Change a Trust's Situs"?  Unfortunately, the term "trust situs" means different things in different contexts...

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2007-11-29 20:03:40 http://www.mnat.com/blog/mechanics-of-changing-trust-situs-how-to-move-a-trust-to-delaware2/
Federal Estate and Gift Tax Case Law Update http://www.mnat.com/blog/federal-estate-and-gift-tax-case-law-update/ Kimberly Gill McKinnon (Panelist), “Federal Estate and Gift Tax Case Law Update,” Delaware Tax Institute (Nov. 9, 2007)

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2007-11-09 14:08:10 http://www.mnat.com/blog/federal-estate-and-gift-tax-case-law-update/
Advantages of Delaware Trust Law http://www.mnat.com/blog/advantages-of-delaware-trust-law/ This memorandum is a general discussion concerning the advantages of choosing Delaware as a situs of a trust and the advantages of choosing Delaware law to govern the administration of a trust...

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2007-07-30 19:58:55 http://www.mnat.com/blog/advantages-of-delaware-trust-law/
The Pursuit of Innovative Trust Strategies in an Uncertain Estate Planning Environment http://www.mnat.com/blog/the-pursuit-of-innovative-trust-strategies-in-an-uncertain-estate-planning-environment/ Thomas Pulsifer and Todd Flubacher discuss changes and developments in Delaware trust law at a Christiana Bank & Trust roundtable moderated by Worth Magazine.

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2007-07-01 20:28:02 http://www.mnat.com/blog/the-pursuit-of-innovative-trust-strategies-in-an-uncertain-estate-planning-environment/
Covering Your Tail: Court Approves Advancement of Legal Fees to Directors and Officers under §363 http://www.mnat.com/blog/covering-your-tail-court-approves-advancement-of-legal-fees-to-directors-and-officers-under-363/ Robert J. Dehney, Curtis S. Miller, “Covering Your Tail: Court Approves Advancement of Legal Fees to Directors and Officers under §363,” ABI Journal, Vol. XXVI, No. 5, p. 26 (June 2007)

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2007-06-01 15:11:51 http://www.mnat.com/blog/covering-your-tail-court-approves-advancement-of-legal-fees-to-directors-and-officers-under-363/
2007 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2007-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2007 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2007 ABA Annual Meeting, Section of Business Law (May 29, 2007)

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2007-05-29 15:50:03 http://www.mnat.com/blog/2007-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
Building a House: The IP Case that Will Sell http://www.mnat.com/blog/building-a-house-the-ip-case-that-will-sell/ Mary B. Graham, “Building a House: The IP Case that Will Sell,” chapter in Inside the Minds: IP Legal Series, Aspatore Books (Spring 2007)

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2007-04-01 15:26:55 http://www.mnat.com/blog/building-a-house-the-ip-case-that-will-sell/
Shopping: Isn't that the American Way http://www.mnat.com/blog/shopping-isn-t-that-the-american-way/ “Shopping: Isn’t that the American Way,” Presentation on Forum Selection in Delaware at the Ethical Issues in Patent Law Symposium, The Catholic University of America, Columbus School of Law, March 29, 2007

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2007-03-29 15:24:58 http://www.mnat.com/blog/shopping-isn-t-that-the-american-way/
2006 Developments in Delaware Corporation Law on Directors: Good Faith, Duties in Zone of Insolvency, and Structuring Deals http://www.mnat.com/blog/2006-developments-in-delaware-corporation-law-on-directors-good-faith-duties-in-zone-of-insolvency-and-structuring-deals/ Eric Klinger-Wilensky, “2006 Developments in Delaware Corporation Law on Directors: Good Faith, Duties in Zone of Insolvency, and Structuring Deals,” 39 Securities Regulation & Law Report 476 (Mar. 26, 2007)

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2007-03-26 20:06:52 http://www.mnat.com/blog/2006-developments-in-delaware-corporation-law-on-directors-good-faith-duties-in-zone-of-insolvency-and-structuring-deals/
PLI Stays Pending Reexamination http://www.mnat.com/blog/pli-stays-pending-reexamination/ Karen Jacobs (Presenter), “PLI Stays Pending Reexamination” (2007)

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2007-01-01 13:18:38 http://www.mnat.com/blog/pli-stays-pending-reexamination/
Dynasty Trusts http://www.mnat.com/blog/dynasty-trusts/ Todd Flubacher and Tom Pulsifer co-authored this article that appeared in Thompson/RIA.  The tax and creditor protection advantages of dynasty trusts will make these trusts more attractive as family wealth preservation tools in the event of repeal of the estate and GST taxes, or if the estate and GST tax exemption is increased.  To read the full article click here.

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2007-01-01 10:29:07 http://www.mnat.com/blog/dynasty-trusts/
The Nuts and Bolts of Majority Voting http://www.mnat.com/blog/the-nuts-and-bolts-of-majority-voting/ Frederick H. Alexander, James D. Honaker, “The Nuts and Bolts of Majority Voting,” Aspen Publishers, August 2006 (revised Dec. 7, 2006)

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2006-12-07 15:02:25 http://www.mnat.com/blog/the-nuts-and-bolts-of-majority-voting/
Delaware Asset Protection and State Income Taxation of Trusts http://www.mnat.com/blog/delaware-asset-protection-and-state-income-taxation-of-trusts/ Asset protection trusts in a nutshell; requirements for setting up a Delaware asset protection trust; qualified disposition to qualified trustee; requirements of trust instrument; and...

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2006-11-29 19:55:31 http://www.mnat.com/blog/delaware-asset-protection-and-state-income-taxation-of-trusts/
Income Tax Consequences of Trust Situs Selection http://www.mnat.com/blog/income-tax-consequences-of-trust-situs-selection/ Several private letter rulings confirm that it is possible, under the laws of any state that permits the creation of so-called "asset protection trusts," to create a trust that is a nongrantor trust for purposes of Subpart E of Subchapter J of the Internal Revenue Code...

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2006-10-14 20:30:38 http://www.mnat.com/blog/income-tax-consequences-of-trust-situs-selection/
Trust Act 2006 - Material Changes to Title 12 of the Delaware Code http://www.mnat.com/blog/trust-act-2006-material-changes-to-title-12-of-the-delaware-code/ Governor Ruth Ann Minner signed Trust Act 2006 and the Delaware Disclaimer Act into law that will provide settlors, beneficiaries and fiduciaries of trusts with more tools and greater flexibility to accomplish their objectives...

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2006-09-01 16:32:50 http://www.mnat.com/blog/trust-act-2006-material-changes-to-title-12-of-the-delaware-code/
Amendments Adopted to the Delaware Corporation Law http://www.mnat.com/blog/amendments-adopted-to-the-delaware-corporation-law/ Frederick H. Alexander, James D. Honaker, “Amendments Adopted to the Delaware Corporation Law,” Corporate Counsel Weekly, Corporate Practice Series, Bureau of National Affairs, Inc. (July 26, 2006)

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2006-07-26 15:04:37 http://www.mnat.com/blog/amendments-adopted-to-the-delaware-corporation-law/
Desorption and Photopolymerization Behavior of Mixed and Multilayered Styrene-Pyrrole Nanofilms http://www.mnat.com/blog/desorption-and-photopolymerization-behavior-of-mixed-and-multilayered-styrene-pyrrole-nanofilms/ Seth Washburn, Ethan Townsend, Jochen Lauterbach, Christopher M. Snively, “Desorption and Photopolymerization Behavior of Mixed and Multilayered Styrene-Pyrrole Nanofilms,” Applied Surface Science (July 15, 2006)

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2006-07-15 19:19:57 http://www.mnat.com/blog/desorption-and-photopolymerization-behavior-of-mixed-and-multilayered-styrene-pyrrole-nanofilms/
2006 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2006-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2006 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” Presented at 2006 ABA Annual Meeting, Section of Business Law (June 16, 2006)

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2006-06-16 20:18:53 http://www.mnat.com/blog/2006-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
Creating Contractual Limitations on Seller Liability that Work Post-Closing: Avoiding Serious Pitfalls in Domestic and International Deals http://www.mnat.com/blog/creating-contractual-limitations-on-seller-liability-that-work-post-closing-avoiding-serious-pitfalls-in-domestic-and-international-deals2/ Patricia Vella served as a panelist in an American Bar Association (ABA) Business Law Section CLE Teleconference/Webcast on June 16, 2010.

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2006-06-16 19:45:44 http://www.mnat.com/blog/creating-contractual-limitations-on-seller-liability-that-work-post-closing-avoiding-serious-pitfalls-in-domestic-and-international-deals2/
Delaware’s Supreme Court Affirms that the Defendants Did Not Breach Their Fiduciary Duties in the Hiring and Firing of Michael Ovitz http://www.mnat.com/blog/the-walt-disney-company-derivative-litigation-delaware-supreme-court-affirms-court-of-chancery-decision/ In In re The Walt Disney Company Derivative Litigation , No. 411, 2005 (Del. June 8, 2006), the Delaware Supreme Court ( en banc ) affirmed the Court of Chancery’s decision, issued following a 37 day, highly-publicized trial, that the directors of The Walt Disney Company (the “Company” or “Disney”) did not breach their fiduciary duties in connection with the hiring, and even more spectacular firing, of Michael Ovitz a mere fourteen months later. With his termination, Ovitz left the Company with a package of benefits valued at more than $100 million. The case had been followed closely both for its Hollywood status and because of its potential implications for director liability and focus on the not well-developed duty to act in “good faith” under Delaware corporate fiduciary law. In its 89 page opinion, the Delaware Supreme Court concluded that Chancellor Chandler’s “factual findings and legal rulings were correct and not erroneous in any respect.”

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2006-06-13 12:26:12 http://www.mnat.com/blog/the-walt-disney-company-derivative-litigation-delaware-supreme-court-affirms-court-of-chancery-decision/
Eliminate a Trust's State Income Tax http://www.mnat.com/blog/eliminate-a-trust-s-state-income-tax/ Many advisors are not aware that their clients might use Delaware trusts for state income tax planning.  Delaware law can enable individuals residing in many states to use Delaware to minimize or even avoid state income taxes.  That's because there is no Delaware income tax on Delaware trusts...

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2006-05-01 10:31:25 http://www.mnat.com/blog/eliminate-a-trust-s-state-income-tax/
Corporate Democracy—What It Is, What It Isn't, and What It Should Be http://www.mnat.com/blog/corporate-democracy-what-it-is-what-it-isn-t-and-what-it-should-be/ Gilchrist Sparks III, “Corporate Democracy—What It Is, What It Isn’t, and What It Should Be,” Tulane University, 18th Annual Law Institute, New Orleans, La. (February 2006)

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2006-02-01 19:36:38 http://www.mnat.com/blog/corporate-democracy-what-it-is-what-it-isn-t-and-what-it-should-be/
Public Sector Restructurings, Recoveries and Insolvencies: A Trend for the Future? http://www.mnat.com/blog/public-sector-restructurings-recoveries-and-insolvencies-a-trend-for-the-future/ Robert J. Dehney, “Public Sector Restructurings, Recoveries and Insolvencies: A Trend for the Future?” Developmental Specialists, Inc., CLE Program (February 2006)

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2006-02-01 15:13:36 http://www.mnat.com/blog/public-sector-restructurings-recoveries-and-insolvencies-a-trend-for-the-future/
Toys ‘R' Us and The Revlon Test http://www.mnat.com/blog/toys-r-us-and-the-revlon-test/ James D. Honaker, “Toys ‘R’ Us and The Revlon Test,” Insights: The Corporate & Securities Law Advisor, Aspen Law & Business (2006)

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2006-01-01 19:47:22 http://www.mnat.com/blog/toys-r-us-and-the-revlon-test/
A Comment Upon Unocal at 20 http://www.mnat.com/blog/a-comment-upon-unocal-at-20/ Gilchrist Sparks III, “A Comment Upon Unocal at 20,” Delaware Journal of Corporate Law, Vol. 31, No. 3, p. 887-889 (2006)

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2006-01-01 19:37:40 http://www.mnat.com/blog/a-comment-upon-unocal-at-20/
Limited Liability Companies: Legal Assets of Organization http://www.mnat.com/blog/limited-liability-companies-legal-assets-of-organization/ Louis G. Hering; Stanford L. Stevenson, III; David A. Harris, “Limited Liability Companies: Legal Assets of Organization,” Operation and Dissolution, The Bureau of National Affairs, Inc., C.P.S. 67-2nd. (2006)

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2006-01-01 15:51:50 http://www.mnat.com/blog/limited-liability-companies-legal-assets-of-organization/
Explaining Venue Choice and Litigant Preferences: Solving the Delaware Mystery http://www.mnat.com/blog/explaining-venue-choice-and-litigant-preferences-solving-the-delaware-mystery/ Vice Chancellor Donald F. Parsons, Jr.; Jack B. Blumenfeld; Mary B. Graham; Leslie A. Polizoti, “Explaining Venue Choice and Litigant Preferences: Solving the Delaware Mystery,” ECONOMIC DAMAGES IN INTELLECTUAL PROPERTY: A HANDS-ON GUIDE TO LITIGATION 67-81, Daniel Slottje ed., John Wiley & Sons, (2006)

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2006-01-01 15:28:37 http://www.mnat.com/blog/explaining-venue-choice-and-litigant-preferences-solving-the-delaware-mystery/
Trademarks in Cyberspace http://www.mnat.com/blog/trademarks-in-cyberspace/ Thomas C. Grimm, Julia Heaney, Karen Jacobs, “Trademarks in Cyberspace,” Delaware Lawyer, Vol. 18, No. 4 (Winter 2000-2001)

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2005-12-01 16:02:44 http://www.mnat.com/blog/trademarks-in-cyberspace/
Recent Developments in the Federal Estate, Gift and Generation-Skipping Transfer Tax Areas (Case Law Developments) http://www.mnat.com/blog/recent-developments-in-the-federal-estate-gift-and-generation-skipping-transfer-tax-areas-case-law-developments/ Significant case law developments in the federal estate, gift and generation-skipping transfer tax areas from 2004 to 2005 primarily involved family limited partnerships and other substantially similar entities such as family limited liability companies and family business trusts aka statutory trusts...

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2005-11-30 20:32:01 http://www.mnat.com/blog/recent-developments-in-the-federal-estate-gift-and-generation-skipping-transfer-tax-areas-case-law-developments/
Recent Developments in Delaware Trust Law http://www.mnat.com/blog/recent-developments-in-delaware-trust-law/ A comprehensive presentation that covers The Renewed National Interest in Delaware Trusts; Dynasty Trusts, Deferred Income Charitable Remainder Trusts, Asset Protection Trusts; Trust Act 2000; Total Return Unitrusts; and other recent developments...

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2005-11-16 20:33:58 http://www.mnat.com/blog/recent-developments-in-delaware-trust-law/
Delaware Asset Protection Trusts http://www.mnat.com/blog/delaware-asset-protection-trusts/ Delaware law allows for the creation of asset protection trusts to facilitate the establishment of irrevocable trusts that permit the transfer of estate assets to reduce the federal estate taxes otherwise due upon death...

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2005-11-15 20:34:59 http://www.mnat.com/blog/delaware-asset-protection-trusts/
Delaware Special Committees—Worth Another Look http://www.mnat.com/blog/delaware-special-committees-worth-another-look/ Jon E. Abramczyk, Thomas W. Briggs Jr., “Delaware Special Committees—Worth Another Look,” Securities News, American Bar Association, Section of Litigation, Vol. 12, No. 25 (Fall 2002)

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2005-10-01 15:06:06 http://www.mnat.com/blog/delaware-special-committees-worth-another-look/
Restructuring Under Delaware Law: An Attractive Alternative http://www.mnat.com/blog/restructuring-under-delaware-law-an-attractive-alternative/ Robert J. Dehney, Curtis S. Miller, Daniel B. Butz, “Restructuring Under Delaware Law: An Attractive Alternative,” Financier Worldwide—Global Restructuring Review 2005, at 47-48 (Sept. 2005)

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2005-09-01 15:08:04 http://www.mnat.com/blog/restructuring-under-delaware-law-an-attractive-alternative/
Legislative and Case Law Developments in Delaware’s “Alternative Entities” – Limited Liability Companies, Limited Partnerships and Partnership http://www.mnat.com/blog/commercial-law-counseling-legislative-update3/ The Delaware legislature in its latest session enacted a number of amendments 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”).  (No amendments were adopted to the Delaware Statutory Trust Act.)  The amendments, which became effective on August 1, 2005, further enhance the utility and flexibility of Delaware law and respond to several issues raised by practitioners.  Among other things, the amendments (i) confirm that the governing agreement of an alternative entity is binding on its members, managers, partners and assignees, as applicable, regardless of whether such persons execute the agreement, (ii) confirm that in connection with the admission of a person as a member or partner of a surviving or resulting LLC or partnership pursuant to a merger or consolidation approved in accordance with the applicable alternative entity act, such person is admitted as provided in the agreement of merger or consolidation or, if it does not so provide, as provided in the governing agreement of the alternative entity, (iii) provide that a charging order is the sole remedy that a judgment creditor may obtain against a judgment debtor in respect of the judgment debtor’s interest in a partnership, limited partnership or LLC, (iv) provide a mechanism by which the dissolution of an LLC or a limited partnership can be revoked prior to the filing of a certificate of cancellation and (v) create new protections and expand the existing protections associated with good faith reliance on reports and other information.

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2005-08-12 10:15:43 http://www.mnat.com/blog/commercial-law-counseling-legislative-update3/
2005 Cumulative Survey of Delaware Case Law Relating to Alternative Entities http://www.mnat.com/blog/2005-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/ David A. Harris, Louis G. Hering, “2005 Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2005 ABA Annual Meeting, Section of Business Law (July 31, 2005)

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2005-07-31 15:52:52 http://www.mnat.com/blog/2005-cumulative-survey-of-delaware-case-law-relating-to-alternative-entities/
Trust Act 2005 - Material Changes to Title 12 of the Delaware Code http://www.mnat.com/blog/trust-act-2005-material-changes-to-title-12-of-the-delaware-code/ Trust Act 2005 Section 3303 was amended to add a provision that enables a settlor of a charitable trust, or one or more designees of the settlor, to enforce the purpose of the charitable trust...

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2005-07-01 16:33:29 http://www.mnat.com/blog/trust-act-2005-material-changes-to-title-12-of-the-delaware-code/
Interlocutory Appeals from Markman Hearings http://www.mnat.com/blog/interlocutory-appeals-from-markman-hearings/ Julia Heaney (Panelist), “Interlocutory Appeals from Markman Hearings,” Federal Circuit Bar Association Bench & Bar Conference (2004)

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2005-06-27 16:08:10 http://www.mnat.com/blog/interlocutory-appeals-from-markman-hearings/
Annual Meeting of the Intellectual Property Section of the Delaware State Bar Association http://www.mnat.com/blog/annual-meeting-of-the-intellectual-property-section-of-the-delaware-state-bar-association/ Julia Heaney (Speaker), Annual Meeting of the Intellectual Property Section of the Delaware State Bar Association (May 2005)

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2005-05-01 16:06:44 http://www.mnat.com/blog/annual-meeting-of-the-intellectual-property-section-of-the-delaware-state-bar-association/
The Importance of Good Corporate Form: Preventing the Involuntary Distribution of Your Assets to Creditors of a Bankruptcy Affiliate or Subsidiary http://www.mnat.com/blog/the-importance-of-good-corporate-form-preventing-the-involuntary-distribution-of-your-assets-to-creditors-of-a-bankruptcy-affiliate-or-subsidiary/ Robert J. Dehney, Curtis S. Miller, Daniel B. Butz, “The Importance of Good Corporate Form: Preventing the Involuntary Distribution of Your Assets to Creditors of a Bankruptcy Affiliate or Subsidiary,” The Journal of Private Equity (Spring 2005)

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2005-04-01 15:09:14 http://www.mnat.com/blog/the-importance-of-good-corporate-form-preventing-the-involuntary-distribution-of-your-assets-to-creditors-of-a-bankruptcy-affiliate-or-subsidiary/
Ethics Issues and Pitfalls for the Small Firm Practitioner http://www.mnat.com/blog/ethics-issues-and-pitfalls-for-the-small-firm-practitioner/ Karen Jacobs (Presenter), “Ethics Issues and Pitfalls for the Small Firm Practitioner,” Delaware State Bar Association (April 2005)

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2005-04-01 13:21:56 http://www.mnat.com/blog/ethics-issues-and-pitfalls-for-the-small-firm-practitioner/
Developments in Delaware Trust Law http://www.mnat.com/blog/developments-in-delaware-trust-law/ Learn about the two significant trust law decisions in the Delaware Chancery Court and the pending federal bankruptcy bill that was amended to address and validate the use of asset protection trusts of type permitted under Delaware law...

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2005-03-01 16:34:12 http://www.mnat.com/blog/developments-in-delaware-trust-law/
A New Approach to Deal Protection in Delaware http://www.mnat.com/blog/a-new-approach-to-deal-protection-in-delaware/ James D. Honaker, “A New Approach to Deal Protection in Delaware,” Insights: The Corporate & Securities Law Advisor, Aspen Law & Business (2005)

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2005-01-01 19:48:31 http://www.mnat.com/blog/a-new-approach-to-deal-protection-in-delaware/
Solving the Mystery of Patentees' ‘Collective Enthusiasm' for Delaware http://www.mnat.com/blog/solving-the-mystery-of-patentees-collective-enthusiasm-for-delaware/ Donald F. Parsons, Jr.; Jack B. Blumenfeld; Mary B. Graham; Leslie A. Polizoti, “Solving the Mystery of Patentees’ ‘Collective Enthusiasm’ for Delaware,” Delaware Law Review, Vol 7:2 (2004)

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2005-01-01 15:30:01 http://www.mnat.com/blog/solving-the-mystery-of-patentees-collective-enthusiasm-for-delaware/
Transactional Lawyers' Deskbook: Advising Business Entities http://www.mnat.com/blog/transactional-lawyers-deskbook-advising-business-entities/ Walter C. Tuthill (Co-Author), “The General Partnership, L.P. and L.L.P.: Formation and Organization (N.Y. & DEL.),” Chapter 15; and “The General Partnership, L.P. and L.L.P.: Management and Operation (N.Y & DEL.),” Chapter 16, Transactional Lawyers’ Deskbook: Advising Business Entities, West Group (2001)

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2005-01-01 13:29:14 http://www.mnat.com/blog/transactional-lawyers-deskbook-advising-business-entities/
Non-Patent Protection for Your Clients' Products http://www.mnat.com/blog/non-patent-protection-for-your-clients-products/ Karen Jacobs (Presenter), “Non-Patent Protection for Your Clients’ Products,” Non-Patent Protection for Valuable Business and Technical Information Seminar, Delaware State Bar Association (1993)

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2005-01-01 13:24:11 http://www.mnat.com/blog/non-patent-protection-for-your-clients-products/
Sharpening the Point: Issuing Narrowing and the Efficient Resolution of Disputes http://www.mnat.com/blog/sharpening-the-point-issuing-narrowing-and-the-efficient-resolution-of-disputes/ Karen Jacobs (Co-moderator), “Sharpening the Point: Issuing Narrowing and the Efficient Resolution of Disputes,” Federal Circuit Bar Association Annual Conference (2003)

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2005-01-01 13:23:03 http://www.mnat.com/blog/sharpening-the-point-issuing-narrowing-and-the-efficient-resolution-of-disputes/
The Fundamentals of Lawyer-Client Relations Seminar http://www.mnat.com/blog/the-fundamentals-of-lawyer-client-relations-seminar/ Karen Jacobs (Presenter), “The Fundamentals of Lawyer-Client Relations,” Delaware State Bar Association (2004-2014)

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2005-01-01 13:20:23 http://www.mnat.com/blog/the-fundamentals-of-lawyer-client-relations-seminar/
Delaware's New Mandate in Class Action Settlements: Expanding the Scope and Intensity of Settlement Review http://www.mnat.com/blog/delaware-s-new-mandate-in-class-action-settlements-expanding-the-scope-and-intensity-of-settlement-review/ Gregory W. Werkheiser, “Delaware’s New Mandate in Class Action Settlements: Expanding the Scope and Intensity of Settlement Review,” Comment, 20 Del. J. Corp. L.  496 (1995)

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2005-01-01 12:28:26 http://www.mnat.com/blog/delaware-s-new-mandate-in-class-action-settlements-expanding-the-scope-and-intensity-of-settlement-review/
Defending the Corporate Bastion: Proportionality and the Treatment of Draconian Defenses from Unocal to Unitrin http://www.mnat.com/blog/defending-the-corporate-bastion-proportionality-and-the-treatment-of-draconian-defenses-from-unocal-to-unitrin/ Gregory W. Werkheiser, “Defending the Corporate Bastion: Proportionality and the Treatment of Draconian Defenses from Unocal to Unitrin,” Comment, 21 Del. J. Corp. L. 103 (1996)

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2005-01-01 12:26:38 http://www.mnat.com/blog/defending-the-corporate-bastion-proportionality-and-the-treatment-of-draconian-defenses-from-unocal-to-unitrin/
Delaware Trust Law Legislation http://www.mnat.com/blog/delaware-trust-law-legislation/ Senate Bill No. 288 was signed into law which amended Delaware's total return unitrust statute (12 Del. C. § 3527) making several improvements to the statute.  In revelant part, the legislation...

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2004-06-01 16:34:37 http://www.mnat.com/blog/delaware-trust-law-legislation/
Derivative Lawsuits http://www.mnat.com/blog/derivative-lawsuits/ R. Judson Scaggs, Jr. and Angela C. Whitesell, Derivative Lawsuits, Portfolio 101, BNA Corporate Practice Series (2004)

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2004-01-01 20:26:36 http://www.mnat.com/blog/derivative-lawsuits/
Special Committees of the Board http://www.mnat.com/blog/special-committees-of-the-board/ S. Mark Hurd, Andrew M. Johnston, “Special Committees of the Board,” Corporate Governance: Law & Practice (2004)

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2004-01-01 19:59:39 http://www.mnat.com/blog/special-committees-of-the-board/
Recent Case Law Developments Relating to Delaware's Alternative Entities http://www.mnat.com/blog/recent-case-law-developments-relating-to-delaware-s-alternative-entities3/ David A. Harris, Louis G. Hering, “Recent Case Law Developments Relating to Delaware’s Alternative Entities,” Delaware Law Review, Vol. 3, No. 1 (2000)

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2004-01-01 15:56:24 http://www.mnat.com/blog/recent-case-law-developments-relating-to-delaware-s-alternative-entities3/
Minimizing Income Taxation of Trust Income: The Delaware Advantage http://www.mnat.com/blog/minimizing-income-taxation-of-trust-income-the-delaware-advantage/ Todd A. Flubacher, Thomas R. Pulsifer, “Minimizing Income Taxation of Trust Income: The Delaware Advantage,” 108 Probate and Trust Law Section Newsletter 8, Philadelphia Bar Association Probate and Trust Law Section (Winter 2003-04)

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2003-12-01 11:57:46 http://www.mnat.com/blog/minimizing-income-taxation-of-trust-income-the-delaware-advantage/
Does New Jersey's Solution to its Education Crisis Run Afoul of the United States Constitution? http://www.mnat.com/blog/does-new-jersey-s-solution-to-its-education-crisis-run-afoul-of-the-united-states-constitution/ John P. DiTomo, “Does New Jersey’s Solution to its Education Crisis Run Afoul of the United States Constitution?” 6 U. PA. J. CONST. L. 328 (November 2003)

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2003-11-01 13:09:27 http://www.mnat.com/blog/does-new-jersey-s-solution-to-its-education-crisis-run-afoul-of-the-united-states-constitution/
Going-Private “Dilemma”?—Not in Delaware http://www.mnat.com/blog/going-private-dilemma-not-in-delaware/ Jon E. Abramczyk, James D. Honaker, “Going-Private ‘Dilemma’?—Not in Delaware,” 58 Bus. Law. 1351 (Aug. 2003)

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2003-08-01 19:49:36 http://www.mnat.com/blog/going-private-dilemma-not-in-delaware/
The Expansion of the Delaware Court of Chancery's Jurisdiction to Adjudicate or Mediate Certain “Technology Disputes”—An Evolution, Not a Revolution http://www.mnat.com/blog/the-expansion-of-the-delaware-court-of-chancery-s-jurisdiction-to-adjudicate-or-mediate-certain-technology-disputes-an-evolution-not-a-revolution/ Michael Houghton, William M. Lafferty, Andrew H. Lippstone, “The Expansion of the Delaware Court of Chancery’s Jurisdiction to Adjudicate or Mediate Certain ‘Technology Disputes’—An Evolution, Not a Revolution,” ABA Network: The Newsletter of the Business Law Section, Committee on Business and Corporate Litigation, Vol. 11, Issue 1 (Spring 2003)

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2003-04-01 19:50:46 http://www.mnat.com/blog/the-expansion-of-the-delaware-court-of-chancery-s-jurisdiction-to-adjudicate-or-mediate-certain-technology-disputes-an-evolution-not-a-revolution/
A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International Relations http://www.mnat.com/blog/a-contractarian-critique-of-the-theory-of-auto-limitation-the-fundamental-law-of-international-relations/ Eric Klinger-Wilensky, “A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International Relations,” 150 U. Pa. L. Rev. 2011 (2002)

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2002-01-01 20:08:02 http://www.mnat.com/blog/a-contractarian-critique-of-the-theory-of-auto-limitation-the-fundamental-law-of-international-relations/
Special Committees of Independent Directors http://www.mnat.com/blog/special-committees-of-independent-directors/ S. Mark Hurd, Andrew M. Johnston, “Special Committees of Independent Directors,” Corporate Practice Series Portfolio No. 79, The Bureau of National Affairs, Inc. (2002)

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2002-01-01 20:00:39 http://www.mnat.com/blog/special-committees-of-independent-directors/
Delaware Dynasty Trusts: Bigger and Better Than Ever Under EGTRRA http://www.mnat.com/blog/delaware-dynasty-trusts-bigger-and-better-than-ever-under-egtrra/ Thomas R. Pulsifer, “Delaware Dynasty Trusts: Bigger and Better Than Ever Under EGTRRA,” Presented at The 34th Annual Delaware Tax Institute, Newark, Del. (Nov. 29, 2001)

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2001-11-29 20:36:19 http://www.mnat.com/blog/delaware-dynasty-trusts-bigger-and-better-than-ever-under-egtrra/
Tax Planning with Delaware Asset Protection Trusts http://www.mnat.com/blog/tax-planning-with-delaware-asset-protection-trusts/ Thomas R. Pulsifer, “Tax Planning with Delaware Asset Protection Trusts,” Presented at the 33rd Annual Delaware Tax Institute, Newark, Del. (Nov. 29, 2000)

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2000-11-29 20:27:37 http://www.mnat.com/blog/tax-planning-with-delaware-asset-protection-trusts/
Recent Case Law Developments Relating to Delaware's Alternative Entities http://www.mnat.com/blog/recent-case-law-developments-relating-to-delaware-s-alternative-entities2/ David A. Harris, “Recent Case Law Developments Relating to Delaware’s Alternative Entities,” Delaware Law Review, Vol. 7, No. 2 (2004)

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2000-01-01 15:55:17 http://www.mnat.com/blog/recent-case-law-developments-relating-to-delaware-s-alternative-entities2/
Special Committees of Directors—When Does the Business Judgment Rule Apply and To What Extent Are Committee Proceedings Confidential http://www.mnat.com/blog/special-committees-of-directors-when-does-the-business-judgment-rule-apply-and-to-what-extent-are-committee-proceedings-confidential/ S. Mark Hurd, A. Gilchrist Sparks III, “Special Committees of Directors—When Does the Business Judgment Rule Apply and To What Extent Are Committee Proceedings Confidential,” Delaware Law Review, Vol. 2, Delaware State Bar Association (1999)

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1999-01-01 19:31:21 http://www.mnat.com/blog/special-committees-of-directors-when-does-the-business-judgment-rule-apply-and-to-what-extent-are-committee-proceedings-confidential/
Stockholders v. Directors a Status Report on Defensive Measures http://www.mnat.com/blog/stockholders-v-directors-a-status-report-on-defensive-measures/ Gilchrist Sparks, III, Eric L. Schnabel, “Stockholders v. Directors a Status Report on Defensive Measures,” Presentation at University of Miami, Second Annual Institute on Mergers & Acquisitions, Miami, Fla. (Feb. 5, 1998)

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1998-02-05 19:29:34 http://www.mnat.com/blog/stockholders-v-directors-a-status-report-on-defensive-measures/
Special Committees and the Role of Outside Directors http://www.mnat.com/blog/special-committees-and-the-role-of-outside-directors/ Gilchrist Sparks III, “Special Committees and the Role of Outside Directors,” Presentation at the 15th Annual M & A Lawyer Conference, New York, N.Y. (Feb. 2, 1998)

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1998-02-02 19:29:35 http://www.mnat.com/blog/special-committees-and-the-role-of-outside-directors/
Contemporary Corporation Forms http://www.mnat.com/blog/contemporary-corporation-forms/ Andrew M. Johnston (General Editor), Contemporary Corporation Forms, (2d ed., Aspen Law & Business, 1998)

Andrew M. Johnston (Contributor), Contemporary Corporation Forms, Part 5, “Board Meetings: Directors, Officers and Managers;” Part 7, “Shareholders’ Meetings, Elections, Voting and Notice,” 2d ed., Aspen Law & Business (1998)

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1998-01-01 20:02:56 http://www.mnat.com/blog/contemporary-corporation-forms/
Merger Agreements Under Delaware Law—When Can Directors Change Their Minds http://www.mnat.com/blog/merger-agreements-under-delaware-law-when-can-directors-change-their-minds/ Gilchrist Sparks III, “Merger Agreements Under Delaware Law—When Can Directors Change Their Minds,” 3 U. Miami L. Rev. 815-21 (1997)

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1997-04-01 19:23:22 http://www.mnat.com/blog/merger-agreements-under-delaware-law-when-can-directors-change-their-minds/
Delaware Law Issues in Spin-Offs and Split-Offs http://www.mnat.com/blog/delaware-law-issues-in-spin-offs-and-split-offs/ R. Judson Scaggs, Jr., A. Gilchrist Sparks III, “Delaware Law Issues in Spin-Offs and Split-Offs,” Twenty-Fourth Annual Securities Regulation Institute, Coronado, Calif. (Jan. 24, 1997)

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1997-01-24 20:25:54 http://www.mnat.com/blog/delaware-law-issues-in-spin-offs-and-split-offs/
A Step Beyond—Reflections on the Jurisprudence of Chancellor William T. Allen http://www.mnat.com/blog/a-step-beyond-reflections-on-the-jurisprudence-of-chancellor-william-t-allen/ Gilchrist Sparks III, “A Step Beyond—Reflections on the Jurisprudence of Chancellor William T. Allen,” 22 Del. J. Corp. L. 921-27 (1997)

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1997-01-01 19:25:39 http://www.mnat.com/blog/a-step-beyond-reflections-on-the-jurisprudence-of-chancellor-william-t-allen/
Special Negotiating Committees http://www.mnat.com/blog/special-negotiating-committees/ S. Mark Hurd, A. Gilchrist Sparks III, “Special Negotiating Committees,” The Review of Securities & Commodities Regulation, Vol. 30, No. 8, 97-101 (McGraw-Hill Companies, 1997)

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1997-01-01 19:22:02 http://www.mnat.com/blog/special-negotiating-committees/
Delaware Developments http://www.mnat.com/blog/delaware-developments/ Thomas R. Pulsifer (Contributor) “Delaware Developments,” Distributed at the Committee on State Taxation Annual State Tax Law Update, Section of Taxation, 1995 Spring Audit Session, Newport Beach, Calif. (May 1-3, 1995)

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1995-05-01 20:28:56 http://www.mnat.com/blog/delaware-developments/
Delaware Corporation Law and Practice http://www.mnat.com/blog/delaware-corporation-law-and-practice2/ David A. Drexler, Lewis S. Black Jr., A. Gilchrist Sparks III, Delaware Corporation Law and Practice, Matthew Bender (1987-2005)

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1987-01-01 19:34:00 http://www.mnat.com/blog/delaware-corporation-law-and-practice2/