On March 23, 2018, in response to Governor Murphy’s Executive Order 6 which directed the New Jersey Department of Health (“Department”) to review New Jersey’s Medical Marijuana Program (the “Medical Marijuana Program” or “Program”), the Department issued its report focusing on how to expand the Program’s scope and patient access to medical marijuana (the “
Governance
Reflecting the Parties’ Intentions in Operating Agreements: Reminder on Silent Terms
Does your operating agreement reflect your intentions?
New Jersey’s Revised Uniform Limited Liability Company Act (the “RULLCA”) became effective on March 18, 2013. As noted in a post we authored in 2014, although initially applicable only to limited liability companies formed after its effective date, the RULLCA now governs all New Jersey limited liability companies.…
Section 83(b) Elections Add Value to Equity Grants
Contractors, advisers, and employees (collectively, “Service Providers”) who receive property that is non-transferrable or subject to a substantial risk of forfeiture must generally defer their income recognition until those conditions no longer apply. However, due to the potential appreciation in the property (for example, in value of start-up equity) the ordinary income ultimately recognized could…
Delaware Court Orders Sale of Solvent Company’s Stock Despite Shareholder Objections
Delaware General Corporate Law § 226 (the “Custodian Statute”) bestows the Delaware Court of Chancery with the power to appoint a custodian for solvent companies and receivers for insolvent companies in certain circumstances. See 8 Del. C. § 226. Specifically, a custodian may be appointed where, inter alia, a company’s “stockholders are so divided…
Delaware Court of Chancery Rules on Unambiguous Director Removal Voting Requirements
In a recent decision of the Delaware Court of Chancery, the Court struck down a corporate bylaw provision of NutriSystem, Inc., a Delaware corporation (the “Company”), ruling the provision to be inconsistent with the Delaware General Corporation Law. See Fretcher v. Zier, No. CV 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017). The…