In Miller v. HCP & Company, 2018 WL 656378, the Court of Chancery granted defendants’ motion to dismiss an action seeking relief under the implied covenant of good faith and fair dealing under the subject company’s limited liability company agreement (LLC Agreement) in connection with a sale of the subject company pushed by the defendants... Continue Reading

For many years Delaware corporate law was mainly public company law. But now there is a critical mass of case law relevant to private and venture-backed companies, with 2017 adding to that law perhaps more than any prior year... Continue Reading

New rules for partnership tax audits (the “New Rules”) included in the Bipartisan Budget Act of 2015 shall become effective for partnership tax returns filed for tax years beginning after December 31, 2017... Continue Reading

Morris Nichols partner RJ Scaggs is coauthor of the Bloomberg BNA Corporate Practice Series Portfolio, Derivative Lawsuits.  The recently revised treatise, updated on a roughly biennial basis, explores all facets of derivative litigation.  The portfolio begins by distinguishing between direct and derivative claims and goes on to discuss some common requirements for derivative complaints.  The... Continue Reading

Morris Nichols attorneys A. Gilchrist Sparks III and Daniel D. Matthews co-authored a book chapter on “Delaware’s Continued Resilience, The Next Hundred Years.” The piece is the closing chapter in a treatise on legal developments in Delaware and the First State’s contributions to U.S. corporate law... Continue Reading

On December 20, 2017, the President nominated Maryellen Noreika and Colm F. Connolly to serve as judges on the United States District Court for the District of Delaware. When confirmed, they will fill the vacancies created by Judge Robinson’s retirement and Judge Sleet taking senior status... Continue Reading

Litigation in Delaware in 2017 has somewhat turned on its head the long-held expectation that “every public deal draws a lawsuit” but “private company stockholders rarely sue.” Early indications that public company deal litigation would decrease in Delaware courts have proven to be accurate through 2017. Yet the Delaware Court of Chancery has been busier than ever — so much that Chief... Continue Reading

Delaware enacted a major overhaul of its unclaimed property statute on February 2, 2017 as Senate Bill 13, which was later amended by Senate Substitute No. 1 for Senate Bill 79 on June 29, 2017 (the “New Act”). The New Act affects companies currently under audit, companies in the Delaware voluntary disclosure program (a “VDA”) and any other companies that have unclaimed property reporting... Continue Reading