The intersection of corporate governance and cybersecurity as it applies to the duties of directors and officers to oversee the cybersecurity issues in a company, including defenses to cyberattacks, are at the forefront of legal issues of the greatest importance to legal advisors to boards. Courtesy of Kevin LaCroix’s D&O Diary, a post by
May 2014
Supreme Court Finds D&O Coverage Issue Not Ripe
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
XL Specialty Insurance Co. v. WMI Liquidating Trust, Del. Supr., No. 449, 2013 (May 28, 2014).
This Delaware Supreme Court decision found that a declaratory judgment action was not ripe for decision because the issue of whether potential pre-bankruptcy claims against directors and officers were covered by the D&O policies was not a ripe …
Proposed Addition to Delaware Corporate Statute Regarding Fee Provisions in Bylaws
By Francis Pileggi on
Posted in Commentary
A proposed new addition as well as related amendments to the Delaware General Corporation Law would limit the impact of a recent Delaware Supreme Court decision in ATP Tours, Inc. v. Deutscher Tennis Bund, (No. 534, 2013, May 8, 2014), highlighted on these pages, regarding the ability of a corporation to provide…
Investiture Ceremony for Chancellor Bouchard
By Francis Pileggi on
Posted in Chancery Court Updates
We previously noted on these pages that the Delaware Senate confirmed the Governor’s nomination of Andre Bouchard as Chancellor for the Court of Chancery, several weeks ago. Earlier this month he was sworn in but yesterday was the public investiture ceremony, as described by The Delaware Law Weekly. Best wishes to His Honor for…
Oral Resignation of Board Member Was Effective
By Francis Pileggi on
Posted in Chancery Court Updates
Oracle Partners, L.P. v. Biolase, Inc., C.A. No. 9438-VCN (Del. Ch. May 22, 2014)
Noteworthy Aspects of this Opinion: This opinion should be consulted by anyone who needs to address the issue of whether a board member’s oral resignation, without actually using the words: “I resign”, is effective. This 46-page decision determined that…
Chancery Applies New DGCL Section 205 for First Time
By Francis Pileggi on
Posted in Chancery Court Updates
In re Trupanion, Inc., C.A. No. 9496-VCP, Order (Del. Ch. April 28, 2014).
Why this Case is Noteworthy: This is the first decision by the Delaware Court of Chancery applying new Section 205 of the Delaware General Corporation Law which became effective on April 1, 2014. This provision allows Delaware corporations to petition…
New Chief Justice Publishes His Latest Law Review Article
By Francis Pileggi on
Posted in Commentary, Delaware Supreme Court Updates
The relatively new Delaware Supreme Court Chief Justice has continued his practice of publishing scholarly articles. His most recent publication, perhaps the first published since his elevation to the top of the Delaware judiciary, is an article in the Columbia Law Review addressing conceptual topics including the approaches to corporate law that would be helpful…
Chancery Describes Comportment Standards for Litigants
By Francis Pileggi on
Posted in Chancery Court Updates
Durham v. Grapetree, LLC, C.A. No. 7325-VCG (Del. Ch. May 16, 2014).
Notable Aspects of this Ruling: This post-trial Letter Opinion involving the interpretation of an LLC Agreement based on the course of dealing among the parties, is most notable for its extensive description of the standards of conduct expected of litigants in…
Chancery Affirms Prior Appraisal Ruling
By Francis Pileggi on
Posted in Chancery Court Updates
Huff Fund Investment Partnership v. CKx, Inc., C.A. No. 6844-VCG (Del Ch. May 19, 2014)
This decision, in essence, reaffirmed the Court of Chancery’s prior appraisal decision that the merger price was the correct number for the appraised value of the company. The court gave the parties the opportunity after its prior ruling to…
Classic Interpretation of LLC Agreement
By Francis Pileggi on
Posted in Chancery Court Updates
2009 Caiola Family Trust v. PWA, LLC, C.A. No. 8028-VCP (Del. Ch. April 30, 2014).
This Chancery decision addresses cross motions for summary judgment and is a useful example of how the Court of Chancery interprets competing interpretation of an LLC agreement. The Court found that the operating agreement did not provide the non-managing…