We are pleased to share outstanding highlights this month about our firm, the venture capital landscape, and our clients and contacts who continuously enrich the entrepreneurial ecosystem. McCarter Highlights: McCarter lawyers Benjamin Hron and Stephen Fox authored a Q3 2019 Anatomy of a Continue Reading
Delaware Court of Chancery Calls “Earmuffs!” in Response to Trade Libel Claims
Preston Hollow Capital, LLC v. Nuveen LLC, et al., Ca. No. 2019-0169-SG (Del. Ch. Aug. 13, 2019) Preston Hollow Capital followed its first ruling concerning various business torts with an insightful analysis into the limitations on the Court of Chancery’s authority to enjoin defamatory Continue Reading
Court of Chancery Holds that Sale of Shares Transfers Fiduciary Duty Claims to the Buyer in Dispute Between Founders and VC Fund
In Urdan, et al. v. WR Capital Partners, LLC, et al., the Delaware Court of Chancery held that the founders of a startup company lost standing to pursue breach of fiduciary duty claims against a venture capital fund after they sold their shares in the company, and that the founders did not Continue Reading
Trademarks for a Budding Industry
While many states have legalized or decriminalized cannabis products, the federal government still considers these products to be illegal. Thus, as people are often surprised to learn, federal trademark protection for these products (even for strictly medicinal use) is currently prohibited. There Continue Reading
Delaware Court of Chancery Decides “Null and Void” Statement Overrides the Common Law
The Delaware Court of Chancery recently emphasized the meaning of “null and void” in the context of an LLC agreement. In Absalom Absalom Trust f/k/a Anne Deane 2013 Revocable Trust v. Saint Gervais, LLC, an LLC member (the “member”) transferred her membership interest to an entity (the “transferee”) Continue Reading
Delaware Supreme Court Asserts No Presumption of Confidentiality for Books-and-Records Productions Under Section 220
In Tiger v. Boast Apparel, Inc. (a/k/a BAI Capital Holdings, Inc.), the Delaware Supreme Court held that there is no presumption of confidentiality for books-and-records inspection requests under Section 220 of the Delaware General Corporation Law (DGCL), making it clear that stockholders do Continue Reading
Court of Chancery Holds “Executed” Contract Unenforceable, Highlighting the Risks of Using Stand-Alone Signature Pages
The Delaware Court of Chancery’s recent decision in Kotler v. Shipman Associates, LLC,[1]serves two important reminders for practitioners and clients: First, parties to a contract should keep thorough records of contract negotiations. Second, parties should keep the proposed agreement and Continue Reading
Stillwater Mining Appraisal Opinion Lands on Merger Price as the Best Indicator of Fair Value in a Single-Bidder Process
The Delaware Court of Chancery has ruled in In re Appraisal of Stillwater Mining Company that the per share price paid for Stillwater Mining Co. (“Stillwater” or the “Company”) was the best measure of the fair value of the Company’s shares. This is consistent with the Delaware courts’ Continue Reading
Venture Capital & Emerging Growth Companies Activities—September 2019
We are pleased to share outstanding highlights this month about our firm, the venture capital landscape, and our clients and contacts who continuously enrich the entrepreneurial ecosystem. McCarter Highlights We welcome new partner Peter Campitiello and associate Adam Sternbach to the firm’s Continue Reading
New Jersey Expands Liability for Violations of Wage-Related Laws: What Employers Need to Know
A recently enacted amendment to New Jersey’s existing wage and hour, wage payment, and wage collection laws substantially increased the damages and penalties for violations by employers. Most provisions of the law, commonly referred to as the Wage Theft Act (WTA), went into effect immediately in Continue Reading