Trends in Delaware corporate law tend to be indicators of change across the corporate sector. 2018 saw a few significant developments in Delaware corporate law. It is important that individuals, particularly business owners and officers/executives, are aware of such changes. Material Adverse Effect In October 2018 a Delaware court issued a finding of a Material Adverse Effect (“MAE”) in the case of Akorn Inc. v. Fresenius KABI AG. Until the court’s decision in Akorn, no…
New Jersey restaurant and club owners who do not possess a coveted New Jersey liquor license can now advertise that they allow customers to bring their own beer or wine or as it is more commonly known, “Bring Your Own Booze” (BYOB). BYOB is a concept as inherent in New Jersey culture as Bon Jovi.  Tommy’s and Gina’s date night involves a cozy pizzeria where the veal special is outstanding, but the pizzeria does not…
When we last blogged in January about what borrowers can do to prepare for a potential cessation of the London interbank offered rate (“LIBOR”), there was a lot of uncertainty surrounding whether LIBOR would actually be replaced, what that replacement would be, and whether the market would have sufficient time to react.  Due to this uncertainty, we advised taking a “wait-and-see” approach with respect to borrowers reaching out to affirmatively modify their existing loan documents…
On October 2, 2018 the NJ Division of Alcoholic Beverage Control  (“ABC”) decided to suspend enforcement of the September 21, 2018 “ Special Ruling” regarding limited brewery licenses . The suspension of the regulations will provide the ABC with the opportunity to  discuss the impact of the new regulations with craft breweries, restaurants, and other licensees. In addition the ABC will work with lawmakers to determine if new legislation is needed to update the 2012…
Walmart’s U.S. patent application involving blockchain technology is one of many blockchain-based patent applications that have been filed by large companies smitten with blockchain technology.  Published May 17, 2018, but filed November 16, 2017, the application is based on a provisional patent filing in November 2016.  In its application, Walmart seeks to patent a blockchain-based marketplace where buyers and resellers of products can leverage blockchain technology’s immutability and security to record characteristics of retail goods…
On September 21, 2018 David Rible, the Director of the New Jersey Division of Alcoholic Beverage Control, issued a Special Ruling applicable to NJ Craft Beer Brewery Licensees. The growth of the craft beer industry in NJ (88 limited brewery licenses have been issued and 23 applications are pending) and the manner in which they have expanded their business activities has caused the state to clarify and limit the number and types of activities…
New Jersey’s liquor license laws have generally remained unchanged for decades and have been a sore spot for municipalities seeking to fuel economic growth and small businesses hoping to open in town centers across the State.  Assemblymen John Burzichelli and Raj Mukherji have heard those concerns and others, and recently sponsored a bill in the New Jersey Assembly, A3494, which proposes reforms to the NJ liquor license system. Under the current liquor license laws
On June 14, 2018, the SEC’s Division of Corporation Finance Director, William Hinman, gave a speech titled “Digital Asset Transactions: When Howey Met Gary (Plastic).”  This speech provides additional insight into the SEC’s view as to whether cryptocurrencies and initial coin offerings (“ICOs”) are securities.  Here is a summary: In his speech, Hinman explains that ICOs typically involve passive investors who purchase tokens in hopes that a promoter builds a successful network.  He…
As the State of New Jersey continues to evaluate the expansion of current legislation related to medicinal use cannabis and the legalization of recreational cannabis, proposed legislation advancing in the New Jersey legislature has set its sights on marijuana’s less psychotropic relative – industrial hemp. If passed, Assembly Bill No. 1330 (the “Bill”), introduced in February of 2018 and sponsored by Assemblyman Reed Gusciora, would enable licensed businesses to plant, grow, harvest, possess, process, distribute,…
After months of uncertainty surrounding the enforceability of state marijuana legislation in light of federal prohibitions, President Trump may have offered the legal cannabis industry some solace. Late last week, President Trump promised to abandon Justice Department efforts to target recreational marijuana in states that have legalized adult use. The threat of increased federal enforcement came in early January, with Attorney General Jeff Sessions’s rescission of the Obama-era “Cole Memorandum”. The issuance of the Attorney…