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COURT WILL ENFORCE UNAMBIGUOUS EXCLUSIVE JURISDICTION CLAUSES

by EHabbart | Jan 10, 2019 | Law Updates, LU19

In Lexington Services Ltd. v. U.S. Patent No. 8019807 Delegate, L.L.C., C.A. No. 2018-0157-TMR (Oct. 26, 2018), a Maltese company owned a patent that was subject to a security interest. In accordance with its rights under the applicable security agreement, the secured...

PARENT OF THE GENERAL PARTNER IS NOT RESPONSIBLE FOR GENERAL PARTNER’S BREACHES OF THE LIMITED PARTNERSHIP AGREEMENT

by EHabbart | Jan 10, 2019 | Law Updates, LU19

In Wenske v. Blue Bell Creameries, Inc., C.A. No. 2017-0699-JRS (Nov. 13, 2018), following the discovery of bacterial contamination in their ice cream products, a limited partnership suspended production and distribution of its dairy products and paid a fine due to...

THE FAILURE TO ADDRESS AN ISSUE IN AN LLC AGREEMENT LEADS TO UNINTENDED CONSEQUENCES

by EHabbart | Jan 10, 2019 | Law Updates, LU19

In Domain Associates, L.L.C. v. Shah, C.A. No. 12921-VCL (Aug. 13, 2018), a member was expelled from a member-managed LLC and argued that the Delaware Limited Liability Company Act (the “LLC Act”) required the LLC to pay him the fair value of his member interest.  The...

REVLON DUTIES COULD BE APPLICABLE TO OPTION TRANSACTIONS

by EHabbart | Jan 10, 2019 | Law Updates, LU19

In Carr v. New Enterprise Associates Inc., C.A. No. 2017-0381-AGB (Mar. 26, 2018), a corporation (the seller), sold a warrant with an option to purchase all of the stock of the corporation. The warrant transaction was conditioned upon the buyer purchasing another...

Material Adverse Effect Clauses Require Specificity To Properly Reflect The Intent Of The Parties

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In Akorn, Inc. v Fresenius Kabi AG, C.A. No. 2018–0300–JTL, the Chancery Court permitted a buyer to terminate a merger agreement including language to the effect that disproportionate industry effects should be taken into account in determining whether there had been...

Court Will Ratify Actions Taken Promptly To Correct Errors

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In Almond et al. v. Glenhill Advisors LLC, C.A. No. 10477-CB, the Chancery Court denied post-trial claims challenging a series of transactions leading to the acquisition of a company. Prior to the acquisition, the certificate of incorporation was amended to implement...
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