News + Collective Insight
Regular news updates from our firm and professional insight from our team of expert advisors.
December 28, 2017
Stock Reclassification that Perpetuated Majority Stockholder’s Control Approved by Delaware Court of ChanceryFounders and majority stockholders who wish to raise capital by issuing additional stock may want to do so without relinquishing majority voting power, even after they no longer hold a majority of the corporation’s shares.
Read storyNovember 30, 2017
Mike Halloran, Founder of Halloran Farkas + Kittila Interviews with Richard Hsu of HSU Untied Mike Halloran Part 1Mike Halloran, Founder of Halloran Farkas + Kittila Interviews with Richard Hsu of HSU Untied Mike Halloran, Legendary Silicon Valley Lawyer sits down in an interview with Richard Hsu of HSU Untied to discuss his experience as a Silicon Valley Lawyer with Pillsbury to his transition with Bank of America as their General Counsel to now, the latest opening his own law firm, Halloran Farkas + Kittila LLP.
Read storyNovember 27, 2017
Delaware Court of Chancery Slams Plaintiffs’ Firm for Using “Ostensible” Stockholder Plaintiff in Books and Records ActionThe Delaware Court of Chancery has held, apparently for the first time, that the requisite “proper purpose” in a books and records action must be the stockholder’s own purpose and not one devised by the stockholder’s lawyers.
Read storyNovember 8, 2017
Delaware Supreme Court Sends Plaintiffs to Bring Suit in Bulgaria, Establishes Intermediate Standard for First-Filed CasesWhere a prior-filed action is pending in another jurisdiction, a Delaware court will grant the motion to dismiss if the other action involves the same parties and the same issues and was brought in a court capable of doing prompt and complete justice.
Read storyOctober 24, 2017
Plaintiff who Alleged that Corporation “Illegally Committed” Patients to Mental-Health Facilities Can’t Cherry-Pick DocumentsThe Court found that the plaintiff in UHS had failed to distinguish the previous cases in which the Court had approved incorporation conditions.
Read storyOctober 13, 2017
Directors May Not Knowingly Allow a Corporation to Violate the LawThe Delaware Court of Chancery has found that corporate directors breach their duty of good faith if they knowingly allow their corporation to violate positive law, for profit or otherwise.
Read storyOctober 5, 2017
Another Good Reason Not to Oppose a Motion to Amend a Pleading in the Delaware Court of ChanceryFor good reason, it is unusual for a party in litigation in the Delaware Court of Chancery to oppose a motion to amend a complaint or other pleading.
Read storySeptember 21, 2017
Delaware Court of Chancery Places Biological and Non-Biological Persons on the Same Footing Regarding Trial TestimonyWhere one party to a lawsuit is a business entity or other organization, the other party to the lawsuit may take the organization’s pre-trial deposition testimony on specified topics by questioning a witness designated by the organization.
Read storySeptember 11, 2017
Delaware Court of Chancery Dismisses Case After Trial for Lack of Personal Jurisdiction; No Contract Where “Essential” Schedule Was Left BlankWhen a defendant contests a court’s personal jurisdiction, the defendant may file a motion to dismiss the action under Rule 12(b)(2) of the Federal Rules of Civil Procedure or its state-court analog.
Read storyAugust 30, 2017
A Colorable Claim of Privilege Triggers a Duty to Alert Opposing Counsel of Inadvertently Produced DocumentsEvery litigation attorney has reviewed documents produced by adverse parties in discovery, and many of us have had the experience of finding an attorney-client privileged document that was inadvertently produced by the other side.
Read storyAugust 20, 2017
Synergies Made the Difference in Clearwire Stockholders’ $70 Million Loss on Appraisal Bid in the Delaware Court of ChanceryWithout exaggeration, Skadden Arps, which represented the merger target, Clearwire, and the buyer, Sprint, called it “the biggest appraisal defense victory ever” and “the most dramatic downward departure from a deal price in the court’s history.”
Read storyAugust 16, 2017
Patent Litigation After Heartland v. Kraft: New Considerations and Strategies on Where to Enforce PatentsCo Authored by By L. Peter Farkas and Theodore A. Kittila [1]
Read storyAugust 15, 2017
Fake Merger Litigation Is Down, But Real Merger Litigation Is Up in the Delaware Court of ChanceryAlthough filings of merger litigation in the Delaware Court of Chancery are down, at least four of the five judges on the Court have indicated that the Court is busier than ever, with more merger cases being scheduled for trial.
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