second step analysis in Delaware

2026However, the court analyzed the second requirement even after it found that the first requirement was not met. 106 Towers II, 138 F.4th at 790, 796 (The relevant actions “asserted federal securities law claims and Delaware state law claims[.]”); see also Towers I, 2024 WL 993871 , at *1 (The federal action was “an action alleging a violation of the proxy solicitation rules under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934[.]”) 107 Towers II, 138 F.4th at 790 . 108 Id. 109 Id. at 795 . 27 erred in holding that the bump-up provision excluded that entire amount from coverage.1

2026However, the court analyzed the second requirement even after it found that the first requirement was not met. 106 Towers II, 138 F.4th at 790, 796 (The relevant actions “asserted federal securities law claims and Delaware state law claims[.]”); see also Towers I, 2024 WL 993871 , at *1 (The federal action was “an action alleging a violation of the proxy solicitation rules under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934[.]”) 107 Towers II, 138 F.4th at 790 . 108 Id. 109 Id. at 795 . 27 erred in holding that the bump-up provision excluded that entire amount from coverage.1

2023“The well-established point of departure is that certain minimum contacts must exist between a State and a nonresident defendant before that State can exercise personal jurisdiction over him.” Moore v. Little Giant Indus., Inc., 513 F. Supp. 1043, 1048 (D.

2019Joseph’s Hospital v. Hospital Corp. ofAmerica, 795 F.2d 948 , 955 (1 lth Cir. 1986) (“l\/lisrepresentations under these circumstances do not enjoy Noerr immunity.”); Whelan v. Abell, 48 F.3d 1247, 1254-55 (D.C.

2019Joseph’s Hospital v. Hospital Corp. ofAmerica, 795 F.2d 948 , 955 (1 lth Cir. 1986) (“l\/lisrepresentations under these circumstances do not enjoy Noerr immunity.”); Whelan v. Abell, 48 F.3d 1247, 1254-55 (D.C.

2019Ass ’n, 800 F.2d 568, 580 (6th Cir. 1986) (“[K]nowingly false submissions or intentional _34_ “sham litigation” exception.119 A petitioning activity, although ostensibly directed to influence governmental action, is a “sham” if it is actually designed to interfere with a competitor’s business relationships120 The determination of whether a petitioning activity is a “sham” follows a two- step inquiry.121 First, the litigation must be “objectively baseless” that “no reasonable litigant could realistically expect success on the merits.”122 “[I]f challenged litigation is objectively meritless” the

2017Although Aiken does not expressly attack the search of his person, we note that such search was lawful because it was made incident to his arrest for violating 6 Pendleton v. State, 990 A.2d 417, 419 (Del. 2010) (citations omitted). 7 Id. 8 Wood v. State, 9 A.3d 477 (Del. 2010). 9 Hanna v. State, 591 A.2d 158, 162 (Del. 1991). 10 Id. 11 Id. 12 Id. 13 Id. at 163 (citing Rakas v. Illinois, 439 U.S. 128, 143 (1978)). 14 Id. 15 Id. at 164 . 6 the terms of his probation.

2017Although Aiken does not expressly attack the search of his person, we note that such search was lawful because it was made incident to his arrest for violating 6 Pendleton v. State, 990 A.2d 417, 419 (Del. 2010) (citations omitted). 7 Id. 8 Wood v. State, 9 A.3d 477 (Del. 2010). 9 Hanna v. State, 591 A.2d 158, 162 (Del. 1991). 10 Id. 11 Id. 12 Id. 13 Id. at 163 (citing Rakas v. Illinois, 439 U.S. 128, 143 (1978)). 14 Id. 15 Id. at 164 . 6 the terms of his probation.

2017Although Aiken does not expressly attack the search of his person, we note that such search was lawful because it was made incident to his arrest for violating 6 Pendleton v. State, 990 A.2d 417, 419 (Del. 2010) (citations omitted). 7 Id. 8 Wood v. State, 9 A.3d 477 (Del. 2010). 9 Hanna v. State, 591 A.2d 158, 162 (Del. 1991). 10 Id. 11 Id. 12 Id. 13 Id. at 163 (citing Rakas v. Illinois, 439 U.S. 128, 143 (1978)). 14 Id. 15 Id. at 164 . 6 the terms of his probation.

2017Although Aiken does not expressly attack the search of his person, we note that such search was lawful because it was made incident to his arrest for violating 6 Pendleton v. State, 990 A.2d 417, 419 (Del. 2010) (citations omitted). 7 Id. 8 Wood v. State, 9 A.3d 477 (Del. 2010). 9 Hanna v. State, 591 A.2d 158, 162 (Del. 1991). 10 Id. 11 Id. 12 Id. 13 Id. at 163 (citing Rakas v. Illinois, 439 U.S. 128, 143 (1978)). 14 Id. 15 Id. at 164 . 6 the terms of his probation.

2017Although Aiken does not expressly attack the search of his person, we note that such search was lawful because it was made incident to his arrest for violating 6 Pendleton v. State, 990 A.2d 417, 419 (Del. 2010) (citations omitted). 7 Id. 8 Wood v. State, 9 A.3d 477 (Del. 2010). 9 Hanna v. State, 591 A.2d 158, 162 (Del. 1991). 10 Id. 11 Id. 12 Id. 13 Id. at 163 (citing Rakas v. Illinois, 439 U.S. 128, 143 (1978)). 14 Id. 15 Id. at 164 . 6 the terms of his probation.

2017Although Aiken does not expressly attack the search of his person, we note that such search was lawful because it was made incident to his arrest for violating 6 Pendleton v. State, 990 A.2d 417, 419 (Del. 2010) (citations omitted). 7 Id. 8 Wood v. State, 9 A.3d 477 (Del. 2010). 9 Hanna v. State, 591 A.2d 158, 162 (Del. 1991). 10 Id. 11 Id. 12 Id. 13 Id. at 163 (citing Rakas v. Illinois, 439 U.S. 128, 143 (1978)). 14 Id. 15 Id. at 164 . 6 the terms of his probation.

2014Finally, the trial court must determine whether the defendant has carried his burden of proving purposefill discrimination . . . ."‘5 As to the second step of the analysis, "[a] ‘legitimate reason is not a reason that makes sense, but a reason that does not deny equal protection.""‘ The reason is race-neutral "[u]nless a discriminatory intent is inherent in the [defendant’s] ‘2 schwan v. sza¢e, 65 A.sd 582, 587 (Del. 2013) (quocing Banzher v. sza¢e, 823 A.3d 467 , 482 (2003)). 13 Batson, 476 U.S. at 89 (quoting United States v. Robinson, 421 F.Supp. 467, 473 (Conn. 1976)). 14 J@nes v. s¢a¢e, 9

2014Finally, the trial court must determine whether the defendant has carried his burden of proving purposefill discrimination . . . ."‘5 As to the second step of the analysis, "[a] ‘legitimate reason is not a reason that makes sense, but a reason that does not deny equal protection.""‘ The reason is race-neutral "[u]nless a discriminatory intent is inherent in the [defendant’s] ‘2 schwan v. sza¢e, 65 A.sd 582, 587 (Del. 2013) (quocing Banzher v. sza¢e, 823 A.3d 467 , 482 (2003)). 13 Batson, 476 U.S. at 89 (quoting United States v. Robinson, 421 F.Supp. 467, 473 (Conn. 1976)). 14 J@nes v. s¢a¢e, 9

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the

2007Hunt Transport, Inc., 320 F.3d 809 , 814 (8th Cir.2003) (same); U.S. v. Castorena-Jaime, 285 F.3d 916, 929 (10th Cir.2002); United States v. Perez, 35 F.3d 632, 636 (1st Cir.1994).

2007Hunt Transport, Inc., 320 F.3d 809 , 814 (8th Cir.2003) (same); U.S. v. Castorena-Jaime, 285 F.3d 916, 929 (10th Cir.2002); United States v. Perez, 35 F.3d 632, 636 (1st Cir.1994).

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the

2007See Batson, 476 U.S. at 100 , 106 S.Ct. 1712 ; Smulls v. Roper, 467 F.3d 1108 , 1115—16 (8th Cir.2006) (remanding with instructions to "reconstruct the circumstances surrounding [the defendant’s] Batson challenge to determine whether the prosecutor’s strike of [a juror] was racially motivated.”); Brinson v. Vaughn, 398 F.3d 225, 235 (3d Cir.2005) (remanding for failure to conduct the second step of the analysis); Hardcastle v. Horn, 368 F.3d 246, 260 (3d Cir.2004) (remanding to afford the prosecutor an opportunity "to demonstrate that its exercise of peremptory strikes was justified under the