Author: ellenbardash

Great exSPACtations: Practitioners say Delaware will set tone for new post-merger litigation

Delaware Business Court Insider, Delaware Law Weekly

Nearly as fast as SPACs themselves rose in popularity, shareholders have started filing litigation against the acquisition companies that have closed their deals.

Aside from securities cases filed in federal courts, Delaware’s Court of Chancery is the primary venue where corporate litigators are watching and waiting to see how the increasingly common companies are treated compared to others involved in M&A and breach of fiduciary duty litigation, with just a handful of cases expected to lay out the scope of SPAC shareholders’ and directors’ rights and duties, as well as how, or if, shareholders will be able to make similar claims in the future.

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New demand futility test expected to streamline litigation in derivative lawsuits

Delaware Business Court Insider

The Delaware Supreme Court’s decision last week to do away with a two-test system will likely lighten litigators’ workload across the board in derivative cases, experts say.

The opinion Justice Tamika Montgomery-Reeves wrote in a Facebook shareholders case replacing the separate but long-muddled Aronson and Rales tests with a single three-step test that combines the two is expected not to change the results of testing for demand futility, but to drastically simplify and make consistent the path to those results.

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With end to pandemic restrictions in sight, bankruptcy attorneys don’t know what to expect next

Delaware Law Weekly

Bankruptcy attorneys aren’t sure what to expect in the upcoming months as they wait to see the effects a number of pandemic-related factors will have on businesses. 

With some COVID-19-related restrictions being lifted recently and making it easier for many companies to get at least partially back to business as usual, there has been a slowdown in filings nationwide throughout the first half of 2021, with an increase just beginning. 

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Robinhood isn’t expected to be sued In Delaware court soon, if ever

Delaware Business Court Insider

In the week after Robinhood restricted trading on GameStop and other stocks, outcry from the app’s users and the public at large has unfolded into more than 50 lawsuits nationwide.

None of those cases have been filed in Delaware, where the California-based company is incorporated. And that may not change, at least not in the immediate future.

Shareholders for Robinhood, which is among the many companies that are incorporated in Delaware but aren’t headquartered there or don’t do the majority of their business within state lines, could potentially file a case against the company in Delaware. But Robinhood’s customers, not shareholders, are currently the ones upset with the company to the point of taking legal action.

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Third Circuit decision to overturn Wilmington Trust officials conviction creates steep path

Delaware Law Weekly

In a first impression decision overturning criminal convictions of four former Wilmington Trust executives this week, a panel of judges on the U.S. Court of Appeals for the Third Circuit ruled that prosecutors’ path to proving a statement false is a steep one.

The panel found the federal government’s regulations for reporting past-due loans were too ambiguous for a single interpretation to prove the way the executives falsely reported the loans a decade ago. The court’s conclusions could sweep into other areas of the law and a number of other regulated industries.

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Lin Wood, Ga. lawyer who pressed election conspiracies, is tossed From Del. case

Delaware Law Weekly

Lin Wood, the flamboyant Atlanta attorney involved in two cases questioning the legitimacy of the presidential election, says his conduct in other states shouldn’t bar him from representing a plaintiff in a Delaware Superior Court defamation case.

Superior Court Judge Craig Karsnitz wrote in a memorandum opinion revoking pro hac vice privileges Monday that although Wood’s actions in Georgia and Wisconsin cases didn’t take place in his courtroom, he could chuck Wood from the Delaware case based on his conduct in those cases.

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Connolly Gallagher attorney elected to Delaware senate, unseating 20-year incumbent

Delaware Law Weekly

A Connolly Gallagher attorney won election to the Delaware Senate on Tuesday, flipping the fifth district seat blue for the first time in at least four decades.

Kyle Evans Gay said Wednesday she attributed her win over 20-year Republican incumbent Catherine Cloutier to Brandywine Hundred voters’ prioritization of action on education, health care and COVID-19 relief and recovery.

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Delaware governor’s attorney ‘eager to defend’ Delaware’s party-balance judicial-selection rule before SCOTUS

Delaware Law Weekly

On Monday, attorneys representing Delaware Gov. John Carney are set to argue to the U.S. Supreme Court that the state’s longstanding requirement of politically balanced courts is constitutional.

Carney, who is represented by attorneys from Wilson Sonsini Goodrich & Rosati, has asked the Supreme Court to reverse decisions made by the district court and the U.S. Court of Appeals for the Third Circuit, both of which sided with retired attorney James Adams and determined the Delaware provisions in question violated the First Amendment.

“The fact that the court took the case suggests that the justices have at least serious questions about what happened below,” said Steffen Johnson, chair of Wilson Sonsini’s Supreme Court and appellate practice and one of the attorneys who will be present for Monday’s phone argument. “We believe the theory that the plaintiff is pressing stretches the Supreme Court decisions that he’s relying on beyond the breaking point.”

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California judge says right to jury trial overrides agreement to litigate in Delaware

Delaware Business Court Insider

A California plaintiff can’t be made to take his case to the Delaware Court of Chancery, a Los Angeles County Superior Court judge has ruled in what that plaintiff’s attorney says is likely the first decision to address the issue.

The trial judge’s ruling in the case filed by William West against Access Control Related Enterprises LLC, issued by Judge David J. Cowan of the Los Angeles County Superior Court on July 29, stated that enforcing a forum selection clause requiring a California resident to pursue a case in the Court of Chancery violates Californians’ constitutional right to a jury trial, unless a defendant can prove doing so would not infringe on that right.

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How Delaware courts have kept running during COVID-19

Delaware Business Court Insider

More than three months since Delaware’s judiciary first declared a state of emergency, state courts have reported there likely won’t be much of a case load to catch up on as courthouse activity ramps back up.

Since courtrooms were first closed to the public March 23 in response to the COVID-19 pandemic, the judiciary and attorneys have been using remote methods to keep cases moving, many of which are being carried into the courts’ reopening stages.

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