A recent Chancery Court decision applied the demand futility analysis in the LLC context and also determined that the conduct of the defendant in the litigation resulted in a waiver of the right to argue that the plaintiff could not proceed derivatively. In any event, the court also found that demand was futile under the
November 2005
Dilution Claim is Derivative
By Francis Pileggi on
Posted in Court of Chancery Updates
In Gentile v. Rossette, et al., download pdf file, the Chancery Court discussed the differences between derivative claims and direct claims in connection with a merger where dilution is alleged. The court determined that the claims of dilution were derivative in nature and dismissed those claims on summary judgment. Factual issues prevented summary…
Dealing with Difficult People/Litigators
By Francis Pileggi on
Posted in Commentary
This is relevant for all those who deal with litigation. With thanks for the link to Robert Ambrogi and Stephen Seckler I provide a link that all lawyers (especially litigators) should find to be useful reading: an article in the Boston Globe here about dealing with difficult people.
Judicial Ethics
By Francis Pileggi on
Posted in Commentary
The Wall Street Journal (subscription required) today has an editorial with insightful commentary on judicial ethics and SCOTUS nominee, Judge Samuel Alito.
Preferred Stock has No Right to Dividends
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court affirmed the Chancery Court in ruling that the holder of preferred shares has no absolute right to dividends, in Shintom Co., Ltd. v. Audiovox Corporation, download pdf file. I have a post here that describes in more detail the reasoning in the earlier Chancery Court decision, and its interpretation…
Companion Case Stayed
By Francis Pileggi on
Posted in Court of Chancery Updates
In Christiana Town Center LLC v. New Castle County, download pdf file, Vice Chancellor Noble imposed a stay of proceedings in light of the pendency of a “companion” case involving similar issues and parties, even though it did not involve identical parties, but involved many common issues that the court found would substantially…
Peter Drucker and Corporations
By Francis Pileggi on
Posted in Commentary
Prof. Bainbridge posts with links on the passing of management guru Peter Drucker, and says that any serious student of the corporation should be familiar with his seminal works.
Rome
By Francis Pileggi on
Posted in Commentary
You are correct that Rome does not fall within the limited scope of this blog, but here is why it appears: Nationally famous corporate scholar and blogger, Steve Bainbridge, has a post here about the HBO series on Rome, and our system of law does owe something to Roman law, plus the Roman Empire, in…
More on the August 2005 Disney Opinion
By Francis Pileggi on
Posted in Commentary
Christine Hurt at the Conglomerate posted a link to Matt Bodie who wrote about a new short article by Jon Macey in the Hofstra Law Review concerning the Chancery Court’s August 2005 Disney decision and the role of Delaware in corporate law in the U.S.
Arbitration Clauses and Court Review
By Francis Pileggi on
Posted in Court of Chancery Updates
I recently wrote a short article in the Delaware Law Weekly , download pdf file, that primarily summarized a recent Chancery Court decision which reiterated the high threshold that must be met if one seeks to have a court overturn the decision of an arbitrator pursuant to a binding arbitration clause. Most cases do…