About This Blog
Morris James postings of significant news, original articles and legal insight related to Delaware.
Showing 6 posts from August 2018.
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 ›
Delaware statutes enabling formation of unincorporated entities like limited liability companies (LLCs) and limited partnerships afford freedom for owners to structure business relationships as they see fit. This freedom carries with it the responsibility to accurately and completely describe the parties’ rights and duties. It also means that when disputes arise among owners or managers, a Delaware court will resolve the dispute through application of principles of contract interpretation. Moreover, if the parties in their foundational agreement do not address an issue, the court will apply default rules under the applicable business entity statute. The recent case of Domain Associates LLC v. Shah, C.A. No. 12921-VCL (Aug. 13, 2018), well illustrates these principles—the court applied default rules under the Limited Liability Company Act to hold that an expelled member of a Delaware LLC was entitled to the fair value of his interest and not simply to the value of his capital account. 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 ›
Chancery Rejects Merger Price as Indicator of Fair Value in Appraisal Based on Flaws in Sales Process
Appraisal is a limited statutory remedy that provides a Delaware general corporation’s stockholders, who dissent to the sufficiency of the merger price, with the right to have the Delaware Court of Chancery determine the “fair value” of their shares, 8 Del. C. Section 262. In determining fair value, the court must consider all relevant factors. While a single or multiple factors may be considered in the valuation, the court’s determination of the relevant factors must be grounded in the evidentiary record and “accepted financial principles.” 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.
We all sometimes believe we know more than what we really do understand. Despite scholarly warnings about that tendency, it continues to mislead us. Now that same error is threatening the legal profession.
In the spring 2018 edition of ABA’s Journal of the Section of Litigation, Robert E. Shapiro writes “What’s So Special About a New Jersey Lawyer, Anyway.” Shapiro argues that there is no need to consult with a lawyer admitted in a jurisdiction other than your own when advising on a transaction governed by that foreign jurisdiction’s law. He claims: “Time was that a Delaware specialist was necessary to tell you about Delaware law. Now you can educate yourself. All Delaware law is no more than a few mouse clicks away on the internet.” More ›