Recent Blog Posts

  • August in Brief (Bankruptcy and Finance) 2018 Professional Responsibility The Supreme Court of Florida on Security Interest for Lawyer Fees By Stephen Sepinuck, Frederick N. & Barbara T. Curley Professor & Director of the Commercial Law Center at Gonzaga University School of Law The Florida Bar v. Parrish, 241 So.3d 66, 2018 WL 2049999 (Fla. 2018). A lawyer who acquired a security interest in a client’s Lamborghini to secure payment of past and future legal fees thereby entered into a business transaction with the client that was not an ordinary... More
  • August in Brief (Business Litigation and Dispute Resolution) 2018 Business Litigation Delaware Court of Chancery Exercises Broad Remedial Powers to Address Breach of a Contractual Right to an Exit Sale By K. Tyler O’Connell, Morris James LLP In a February 2018 post-trial decision, the Delaware Court of Chancery held that the majority member of Oxbow Carbon LLC–an entity controlled by billionaire William I. Koch–impeded a potential company sale in breach of an obligation in the parties’ limited liability company agreement to use “reasonable efforts” to sell the company, resulting in a lost... More
  • August in Brief (Corporations, LLCs, and Partnerships) 2018 Limited Liability Companies LLC’s Members Waived Limited Liability, Held Liable on LLC’s Debts and Obligations    By Thomas E. Rutledge, Stoll Keenon Ogden PLLC In a decision rendered on August 24, 2018, the Kentucky Court of Appeals affirmed a determination that, consequent to the wording of a particular operating agreement, the members in the LLC assumed and are liable to satisfy the LLC’s debts and obligations. VanWinkle v. Walker, No. 2016-CA-000097-MR, 2018 WL 404-3388 (Ky. App. August 24, 2018). VanWinkle, Walker and Crawford formed TLC... More
  • August in Brief (Securities) 2018 Securities Regulation SEC Increases the Number of Companies Eligible for Reduced Disclosure By Nicole Brookshire, Kenneth Guernsey, Chadwick Mills, Cydney Posner, Brent Siler & Nancy Wojtas, Cooley LLP On August 17, 2018, the SEC adopted final amendments relating to an ambitious housekeeping effort, “Disclosure Update and Simplification,” a component of the SEC’s disclosure effectiveness project. The final amendments address certain disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements, US GAAP or “changes in... More
  • August in Brief (Internet Law and Cybersecurity) 2018 Cybersecurity Anthem Data Breach Settlement Approved By Sara Beth A.R. Kohut, Young Conaway The U.S. District Court for the Northern District of California has approved a settlement of class action litigation stemming from the 2015 data breach of health-insurer Anthem, Inc. In re Anthem, Inc. Data Breach Litigation, Nos. 15-MD-02617-LHK (N.D. Cal. Aug. 15, 2018). The settlement provides $115 million for a class that includes more than 79 million people whose personal information was compromised in the breach. The settlement will cover credit... More
  • August in Brief (Mergers and Acquisitions) 2018 M&A Law Delaware Court of Chancery Disregards Negotiated Deal Price Due to Flawed Sales Process By Michael Caine In a recent opinion, the Delaware Court of Chancery (the “Court”) chose not to rely on the negotiated deal price as an estimate of fair value of a target company’s shares, choosing instead to rely on its own discount flow analysis.  BlueBlade Capital Opportunities LLC, stockholders of Norcraft Companies, Inc. (“Norcraft”), sought appraisal of their shares following an acquisition of Norcraft.  The Court did not... More
  • July in Brief (Securities) 2018 Securities Regulation SEC Amends Rule 701’s Additional Disclosure Threshold from $5 Million To $10 Million – More Changes on the Horizon By Howard Dicker and Aabha Sharma, Weil, Gotshal & Manges LLP The U.S. Securities and Exchange Commission (SEC) approved an amendment to Rule 701(e) under the Securities Act of 1933, on July 18, 2018 — increasing, from $5 million to $10 million, the threshold in excess of which a private company is required to deliver additional disclosures, such as financial statements, to... More
  • July in Brief (Mergers and Acquisitions) 2018 International M&A U.K. Competition and Markets Authority Challenges Merger Between Experian and ClearScore By Tyler Huseman A proposed tie-up between Experian PLC, a global consumer credit reporting agency (“Experian”) and ClearScore, a British financial technology company (“ClearScore”) faces significant regulatory scrutiny.  On July 25, 2018, the United Kingdom’s (“UK”) antitrust authority, the Competition and Markets Authority (“CMA”) announced that it found that the merger raises serious competition concerns. CMA’s release stated “ClearScore and Experian are the first and second-largest providers of free credit... More
  • July in Brief (Internet Law and Cybersecurity) 2018 Data Privacy Every Move You Make: SCOTUS Says Warrant Needed for Cell-Site Location Data By Christopher Merken, Villanova University Charles Widger School of Law The U.S. Supreme Court has held that a warrant is necessary to obtain a person’s location data recorded by cell-phone network sites. In Carpenter v. United States, 585 U.S. __ (2018), federal prosecutors failed to obtain a warrant before acquiring a defendant’s cell-site location information, which tied the defendant to a string of robberies. In a narrow ruling, the... More
  • July in Brief (Business Regulation and Regulated Industry) 2018 Environmental Law Delaware: The First State in Sustainability Robert Whetzel, Richards Layton & Finger On June 27, 2018, Delaware Governor John Carney signed legislation enacting the Delaware Certification of Adoption of Transparency and Sustainability Standards Act (the “Delaware Sustainability Act” or “DSA”), which will become effective on October 1, 2018. The Delaware Sustainability Act, which is the first of its kind in the United States, represents Delaware’s effort to support the sustainability initiatives of its corporate citizens.  The DSA creates a framework for... More