Recent Blog Posts

  • September in Brief (Corporations, LLCs, and Partnerships) 2019 Limited Liability Companies Executed LLC Agreement Deemed Invalid By Ryan Maerz In Eagle Force Hldgs., LLC et al. v. Campbell, C.A. No. 10803-VCMR, 2019 WL 4072124 (Del. Ch. Aug. 29, 2019), the Delaware Court of Chancery (the “Court”), on remand from the Delaware Supreme Court (see Eagle Force Hldgs., LLC et al. v. Campbell, No. 399, 2017, 187 A.3d 1209 (Del. May 24, 2018), held that a limited liability company agreement signed by the parties (the “LLC Agreement”) was invalid.  The Court... More
  • September in Brief (M&A) 2019 M&A Law Termination Fee is Not Exclusive Remedy for Breach of No-Shop By Sara Kirkpatrick and Lisa Stark On September 9, 2019, the Delaware Court of Chancery (the “Court”) held that Genuine Parts Company (“GPC”) adequately pled facts to support a pleading stage inference that Essendant Inc. (“Essendant”) breached its merger agreement with GPC (the “Merger Agreement”) by terminating the Merger Agreement to pursue a transaction with non-party Sycamore Partners (“Sycamore”), pursuant to a superior proposal termination right. Further, the Court found that... More
  • September in Brief (Bankruptcy and Finance) 2019 Bankruptcy Law Bankruptcy Waiver Unenforceable By Michael Enright Another Bankruptcy Court has concluded that a broad public policy against the enforcement of bankruptcy waivers requires the denial of a secured creditor’s motion to dismiss its borrower’s Chapter 11 case. In re Insight Terminal Solutions, LLC, Case No. 19-32231 (Bankr. W.D. Ky. Sept. 23, 2019). The secured creditor held a perfected security interest in the member interests in the operating debtor, but as of the petition date it had not completed a strict foreclosure under the terms of... More
  • September in Brief (Internet Law and Cybersecurity) 2019 Data Privacy FTC and NY AG Obtain Record Settlement of Alleged COPPA Violations By Jaclyn C. Weissgerber, Young Conaway Stargatt & Taylor, LLP Google LLC and its subsidiary YouTube will pay a total of $170 million to the Federal Trade Commission (FTC) and the New York Attorney General (NY AG) to settle claims that YouTube violated the Children’s Online Privacy Protection Act, also known as COPPA.  This settlement sets the record as the largest financial remedy for COPPA violations since COPPA was... More
  • September in Brief (Business Regulation and Regulated Industries) 2019 Banking Law Federal Banking Agencies Increase Appraisal Threshold for Residential Real Estate Loans By Lynette Hotchkiss, Mechanics Bank The Office of the Comptroller of the Currency, the Federal Reserve, and the Federal Deposit Insurance Corporation, have adopted a final rule that increases the threshold for residential real estate transactions requiring an appraisal from $250,000 to $400,000.  An evaluation providing an estimate of the market value of real estate collateral still will be needed for transactions exempted from the appraisal requirement.  For rural residential... More
  • August in Brief (Business Litigation and Dispute Resolution) 2019 Dispute Resolution A Federal Judge Has Rejected a New York Law Prohibiting Mandatory Pre-Dispute Arbitration of Sexual Harassment Claims By Leslie A. Berkoff In a decision from the United States District Court for the Southern District of New York, U.S. District Judge Denise Cote has held, in Latif v. Morgan Stanley & Co. LLC, that Section 7515 of New York’s Civil Practice Law and Rules (CPLR), which prohibits mandatory arbitration of sexual harassment claims, is inconsistent with the Federal Arbitration Act (“FAA”), and therefore,... More
  • August in Brief (Internet Law and Cybersecurity) 2019 E-Commerce Third Circuit Vacates Cy Pres Award in Cookie Litigation By Sara Beth A.R. Kohut, Young Conaway Stargatt & Taylor, LLP The U.S. Court of Appeals for the Third Circuit recently left open the possibility of using a cy pres settlement to resolve class-action claims involving privacy disputes. The precedential decision in In re Google Inc. Cookie Placement Consumer Privacy Litig., No. 17-1480 (3d Cir. Aug. 6, 2019), vacated a proposed class-action settlement that would have effected a full release from class members... More
  • August in Brief (Bankruptcy and Finance) 2019 Bankruptcy Law Stub Rent Issues Linger On By Michael Enright Section 365(d)(3) of the Bankruptcy Code was expected to simplify the treatment of the claims of landlords in Chapter 11 cases, providing them with a timely payment right for postpetition rents that come due prior to rejection of a real estate lease. However, all these years later, landlord claims continue to generate interesting decisions on a very regular basis, mostly around the interplay of Section 365(d)(3) with Section 503(b)(1)(A).  The U.S. Bankruptcy Court, District... More
  • August in Brief (Securities Law) 2019 Securities Regulation SEC Qualifies First Token Offering Under Regulation A By: F. Dario de Martino, John T. Owen, Alfredo B. D. Silva, Susan I. Gault-Brown, Daniel R. Kahan, and Dylan Kelsey Naughton, Morrison & Foerster LLP On July 10, 2019, Blockstack Token LLC (“Blockstack”), a wholly-owned subsidiary of Blockstack PBC, a Delaware public benefit corporation, became the first company to have an offering of digital assets qualified by the U.S. Securities and Exchange Commission (“SEC”) under Regulation A. Blockstack is a technology company... More
  • August in Brief (Business Regulation and Regulated Industries) 2019 Consumer Finance Sixth Circuit Holds Non-Borrower Mortgagor Cannot Sue Under RESPA By Christopher P. Hahn, Maurice Wutscher LLP On July 18, 2019, in Keen v. Helson, et al, the U.S. Court of Appeals for the Sixth Circuit affirmed dismissal of a homeowner’s claims filed under the federal Real Estate Settlement Procedures Act (“RESPA”), where the homeowner plaintiff was a signatory only on the mortgage, but not the note evidencing the mortgage loan. As you may recall, RESPA only authorizes “borrowers” to sue.... More