Supreme Court Affirms Stock Option Claims As Derivative
In Feldman v. Cutaia, (Del. Supr., May 30, 2008), read opinion here, the Delaware Supreme Court today affirmed the Chancery Court’s ruling that, based on the facts before it, a stock option-related claim was a derivative cause of action and … Continue reading
Chancery Court Reviews Corporate Issues Involving Sultan of Brunei
In Zaman v. Amedeo Holdings, Inc., 2008 WL 2168397 (Del. Ch., May 23, 2008), read opinion here, the Delaware Chancery Court reviews corporate issues involving the ultra-rich Sultan of Brunei, and the London barristers of his brother, but more importantly for … Continue reading
Bylaws and Delaware Law
Professor Bainbridge has a post here that reviews recent Delaware decisional law and statutes concerning bylaws. His post is more like a mini-law review article and it includes a scholarly analysis that addresses limitations on who can amend bylaws as well as how they may or may … Continue reading
Illinois Court Determines Delaware Law Allows Piercing LLC’s “Corporate Veil”
Westmeyer v. Flynn, 2008 WL 2152498 (Ill.App., 1st Dist., May 20, 2008). Courtesy of famed Chicago bankruptcy lawyer Steve Jakubowski, this decision by the Appellate Court of Illinois, First District, Second Division, read opinion here, determined that Delaware law would recognize the … Continue reading
Court Cannot Choose Between Two Reasonable Interpretations on a Motion to Dismiss
In Monier, Inc. v. Boral Lifetile, Inc., (Del. Ch., May 13, 2008), read letter opinion here, the Chancery Court relied on prior precedent to hold that on a Motion to Dismiss under Rule 12(b)(6), it could not choose between two … Continue reading
Supreme Court Interprets Contractual Rights to Stock Options After Merger
AT & T Corp. v. Lillis, (Del. Supr., May 22, 2008), read opinion here. The Delaware Supreme Court in this 34-page opinion reiterates basic contract interpretation principles under Delaware law in the context of stock option rights, including in what instances extrinsic … Continue reading
Lord Conrad Black Back in Delaware Chancery Court
In Sun Times v. Black, oral argument will be heard on Friday morning, May 23, 2008 in Delaware Chancery Court at 10 a.m. I am trying to determine if I can obtain a video clip to put on my blog if … Continue reading
More Good News For Lawyers Who Blog
Kevin O’Keefe, the nation’s leading guru on blogs for lawyers, included a reference to me in a post today about creating an "online presence" here that almost made me blush. The excerpt graciously allowed that: Francis Pileggi has made himself a brand name … Continue reading
Smith v. Van Gorkom Revisited
Smith v. Van Gorkom, a Delaware Supreme Court decision of seminal importance regarding corporate governance and fiduciary duties, issued in 1985, is the subject of an article with the same name from Prof. Stephen Bainbridge. Here is the good professor’s … Continue reading
Motion To Amend Complaint for Second Time Granted
NACCO Industries, Inc. and HB-PS Holding Co., Inc. v. Applica Inc., (Del. Ch., May 7, 2008), read opinion here. The facts of this case involve a complaint that was initially amended once after a motion to dismiss was filed but prior … Continue reading
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