About This Blog
Summaries, news and resources relating to eDiscovery in Delaware and beyond.
Case Spotlight: Terramar Retail Ctrs., LLC v. Marion #2-Seaport Tr. U/A/D June 21, 2002, 2018 WL 6331622 (Del. Ch. Dec. 4, 2018) (Laster, V.C.)
Defendant (the “Trust”) is an investment vehicle affiliated with non-party Michael Cohen. The Trust holds a 25% member interest in Seaport Village Operating Company, LLC, a Delaware limited liability company, which operates a specialty shopping center and tourist attraction in San Diego, California. Plaintiff holds a 75% interest in the Company. After forming the Company in Delaware, the parties entered into an operating agreement that named plaintiff as the sole manager of the Company and gave plaintiff the right to request that the other members buy out its member interest at fair market value (the “Put Right”). Plaintiff also had the right to dissolve the Company and receive a contractually determined payout if the other members did not purchase plaintiff’s interest within six months of exercising the Put Right. In 2015, plaintiff exercised its Put Right. After more than six months had passed and its membership interest had not been bought out, plaintiff filed this action seeking declarations that it properly exercised the buy-out provision of the operating agreement and that it has the right to dissolve the Company and sell the Company’s property and assets. More ›
The Administrative Office of the U.S. Courts estimates that federal court operations will remain funded through Jan. 31, 2019. The extension has been achieved by deferring non-critical operating costs and the usage of court filing fees and other available funds.
Court System Notices
- US Courts: Judiciary Has Funds to Operate Through Jan. 31
- DE District Court: Notice Regarding Court Operations During Lapse in Appropriations
- DE Bankruptcy Court: Notice Regarding Court Operations During Lapse in Appropriations
Litigation and filings will continue in Delaware during the federal government shutdown. If you have questions, please contact our Director of Client Relations Dawn Sheiker (302.888.6804; firstname.lastname@example.org).
Case Spotlight: Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. May 22, 2018) (Laster, V.C.)
Plaintiff brought this suit to compel specific performance of a merger agreement with defendants. Defendants refused to close on the deal after receiving anonymous letters containing data integrity allegations involving Akorn’s executive vice president who was in charge of its quality assurance department. Initially, the parties entered into a common interest agreement and jointly conducted an internal investigation. Over time, that arrangement fell apart and both parties conducted parallel investigations through their outside counsel with the assistance of consultants. Plaintiff filed a motion to compel production of materials concerning defendants’ data integrity issues. More ›
The 2019 U.S. News – Best Lawyers® annual guide of the “Best Law Firms" recognizes Morris James as a "Best Law Firm" in the national category of Litigation-Mergers & Acquisitions as well as 25 additional categories for their Delaware practices. More ›
Morris James Team Takes the Lead in the Category of E-Discovery and Technology
Congratulations to E-Discovery attorneys Ian D. McCauley, Laura G. Readinger, and Richard K. Herrmann, who were named Top Lawyers by their peers in a survey of Delaware attorneys conducted by Delaware Today magazine. Additionally, Mr. McCauley was a top vote-getter in the category of eDiscovery and Technology. Overall, Morris James had more top lawyers and top vote-getters than any other law firm in Delaware. A total of 39 attorneys were named in 20 practice areas.
Morris James Takes the Lead in Delaware Today Top Lawyers Survey
Morris James LLP is pleased to announce that the lawyers listed below were recognized as Top Lawyers by their peers in a survey of Delaware attorneys conducted by Delaware Today magazine. Morris James had more top lawyers and top vote-getters than any other law firm in Delaware. 39 attorneys were named in 20 practice areas. More ›
Case Spotlight: In re CBS Corp. Litig., 2018 WL 3414163 (Del. Ch. July 13, 2018) (Bouchard, C.)
CBS Corporation (“CBS”) has two classes of stock. The Class A common stock has voting power; the Class B common stock does not. Shari Redstone, through her control of National Amusements, Inc. (“NAI”), controls approximately 80% of the voting power of CBS and approximately 10% of the economic stake.
In September 2016, NAI’s counsel sent a letter requesting that CBS consider a potential combination with Viacom Inc. (“Viacom”). The board of directors of CBS (the “Board”) adopted resolutions authorizing a special committee of independent directors (the “2016 Special Committee”) to consider the transaction and make a recommendation to the Board. The 2016 Special Committee’s work ended in December 2016. In January 2018, NAI again approached CBS asking for a combination with Viacom. The Board adopted resolutions to form a second special committee (the “2018 Special Committee”) with essentially the same mandate and authority. More ›
Case Spotlight: Cumming v. Edens, C.A. No. 13007-VCS (Del. Ch. July 12, 2018) (Slights, V.C.) (TRANSCRIPT)
In this transcript ruling deciding the plaintiff’s motion to compel production of documents, the Court of Chancery provided some noteworthy guidance regarding discovery from third party financial advisors. In response to the plaintiff’s subpoena, the financial advisor here had initially asserted boilerplate general objections and offered to meet and confer with respect to each request, without expressly agreeing to produce any documents. Months later, the financial advisor had still only produced its deal file and limited other documents and had failed to agree to any proposal for the collection, review, and production of its responsive email data. More ›
Morris James was named a top work place for mid-sized employers in Delaware for the eleventh consecutive year. This year's top workplace honor makes Morris James the only law firm in Delaware to be consistently top-ranked in the mid-sized employers category for the past eleven years. More ›
Thirty Morris James attorneys in thirty-two practice areas were selected by their peers for inclusion in The Best Lawyers in America© 2019 edition. Additionally, three of those attorneys were named “Lawyer of the Year” for their respective practices, including David H. Williams for Education Law, Employment Law – Management, and Litigation – Labor and Employment, Richard Galperin for Healthcare Law, Medical Malpractice - Defendants, and Personal Injury Litigation – Defendants, and John M. Bloxom, IV for Real Estate. Congratulations to Kenneth L. Dorsney, Shannon S. Frazier, Kevin G. Healy, Eric J. Monzo, John H. Newcomer, Jr., K. Tyler O’Connell and Jill Spevack Di Sciullo for being recognized for the first time. More ›
The United States Senate confirmed Colm F. Connolly and Maryellen Noreika as US District Judges for the District of Delaware. Connolly and Noreika will fill the two vacancies resulting from the retirements of Judges Sue L. Robinson and Gregory M. Sleet.
Case Spotlight: TCV VI, L.P. v. TradingScreen Inc., 2018 WL 1907212 (Del. Ch. Apr. 23, 2018) (Laster, V.C.)
Philippe Buhannic is a founder of TradingScreen Inc. (the “Company”) and was formerly its CEO and Chairman of the Board. His brother, Patrick Buhannic, was also formerly a director of the Company. In 2014, plaintiffs filed this action alleging that defendants had breached their fiduciary duties when determining how much of plaintiffs’ preferred stock to redeem. Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”) represented all defendants through trial, including Philippe and Patrick (together, the "Buhannics"); however, during settlement negotiations, it became clear that the Buhannics were adverse to the other defendants. In response, Morris Nichols withdrew as counsel to the Buhannics and advised the defendants that it could not participate further in the settlement negotiations. More ›
Delaware Super Lawyers® magazine has recognized five Morris James partners as top legal counsel in Delaware and five "Rising Stars®" attorneys. "Rising Stars®” is a recognition for lawyers who are 40 or under, or who have been practicing for 10 years or less.
Super Lawyers® selects outstanding lawyers from more than 70 practice areas throughout the United States who have attained a high degree of peer recognition and professional achievement. The selection process includes independent research, peer nominations, and peer evaluations. Only the top five percent of attorneys in each state are honored as Super Lawyers in this annual list, and the Rising Star selection is limited to only 2.5 percent of eligible attorneys, according to Super Lawyers’ website.
Morris James attorneys recognized on the 2018 Delaware Super Lawyers® list are:
P. Clarkson Collins
Jason C. Jowers
Lewis H. Lazarus
Edward M. McNally
Employment and Labor:
David H. Williams
Business Litigation Rising Stars:
Meghan A. Adams
Albert J. Carroll
Patricia A. Winston
Medical Malpractice Rising Stars:
Chambers USA: America's Leading Lawyers for Business Recognizes 15 Morris James Lawyers and Issues 5 Firm Practice Rankings in the 2018 Edition
Thirteen Morris James partners have been named leaders in their respective fields by Chambers USA, and two additional partners were named “recognized practitioners” in Delaware for Corporate/M&A: Alternative Entities. Morris James also received five practice recognitions.
Clarkson Collins Jr.
Lewis H. Lazarus
Edward M. McNally
Brett D. Fallon
Carl N. Kunz III
Stephen M. Miller
Corporate/M&A: Alternative Entities
John M. Bloxom IV
Real Estate & Zoning/Land Use
Labor & Employment**
James H. McMackin III
David H. Williams
Richard K. Herrmann
Mary B. Matterer
* Recognized Practitioner
** Recognized Practice Areas
Ryan T. Keating was quoted in the Bloomberg Law article, "Delaware Ramps Up Data Breach Compliance Mandates," regarding the impact of the new statute.
"The most significant change in the new statute, which updates the state’s 2005 data breach notification law, is that companies are required to “implement and maintain reasonable procedures and practices” to prevent data breaches, Ryan Keating, a member of Wilmington, Del.-based Morris James LLP’s data privacy and information governance group, told Bloomberg Law.
The amended statute does not offer guidance on what constitutes “reasonable” security, so companies developing security programs “would be wise to consider security standards published by NIST and other organizations,” Keating said, referring to the Commerce Department’s National Institute of Standards and Technology."