Posted on August 26, 2010 by Francis G.X. Pileggi

Chancery Refuses to Certify Class Action; Claims Based on Duty of Disclosure Absent Shareholder Action

Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Aug. 20, 2010), read opinion here. See summary of prior Chancery decision in this matter here. Issue Addressed The issue addressed in this case is whether the prerequisites for class certification were satisfied in connection with a claim alleging inadequate... Continue Reading...
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Posted on August 25, 2010 by Francis G.X. Pileggi

Dollar Thrifty Rental Car Litigation; Injunction Hearing Today in Delaware Chancery Court

In re Dollar Thrifty Shareholder Litigation, C.A. Cons. No. 5458. This is the pending case in the Delaware Court of Chancery in which Dollar Thrifty investors are trying to stop a vote on an offer by Hertz based on the argument that more attention should be given to a competing... Continue Reading...
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Posted on August 25, 2010 by Francis G.X. Pileggi

Chancery Denies Request for Dissolution of LLC

Lola Cars International Ltd. v. Krohn Racing, LLC, C.A. Nos. 4479 and 4886-VCN (Aug. 2, 2010), read opinion here. See summaries of prior Chancery decisions in this case here and here. Short Overview This is a post-trial decision which, as the Court described it, “deals with a business relationship gone... Continue Reading...
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Posted on August 23, 2010 by Francis G.X. Pileggi

Chancery Approves $700,000 in Fees as Penalty for Party's Litigation Tactics; Third Recent Chancery Decision to Do So

Aveta Inc. v. Bengoa, C.A. No. 3598-VCL (Del. Ch. August 13, 2010), read opinion here. Prior Chancery decisions in this matter were summarized on this blog here. Brief Overview This opinion of the Court of Chancery addresses the reasonableness of fees that were previously awarded for contempt of court and... Continue Reading...
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Posted on August 22, 2010 by Francis G.X. Pileggi

Court Dismisses Contract Claims Arising Out of Failed Mortgages

In Central Mortgage Company v. Morgan Stanley Mortgage Capital Holdings LLC, C.A. No. 5140-VCS, (Del. Ch. Aug. 19, 2010), read opinion here, the Court granted defendant’s Rule 12(b)(6) motion to dismiss a complaint, under New York law, concerning mortgage failures and underperforming loans arising out of the ongoing financial crisis.... Continue Reading...
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Posted on August 21, 2010 by Francis G.X. Pileggi

Court of Chancery Determines Royalty Damages in Breach of Technology Licensing Agreement

On August 13, 2010, the Court of Chancery issued a 76-page post-trial decision in Vianix Delaware LLC v. Nuance Communications, Inc., C. A. No. 3801-VCP (Del. Ch. Aug. 13, 2010), read opinion here, addressing the amount of royalties owed to Vianix under a 2003 technology licensing agreement (“TLA”). This decision... Continue Reading...
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Posted on August 18, 2010 by Francis G.X. Pileggi

Court of Chancery Awards Post-Trial Damages in Breach of Fiduciary Duty Case

The Court of Chancery in GyneConcepts, Inc. v. Kim, et al., C. A. No. 4820-CC (Del. Ch. August 18, 2010), read decision here, issued a short four-page post-trial decision awarding plaintiff GyneConcepts money damages in the amount of $1,181,708, plus pre-judgment interest at the legal rate for, among other things,... Continue Reading...
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Posted on August 17, 2010 by Francis G.X. Pileggi

Chancery Allows Direct Claims to Proceed Based on Unauthorized Appointment of Director and Unauthorized Board Action; but Dismisses Duplicative Fiduciary Duty Claim

Grayson v. Imagination Station, Inc., C.A. No. 5051-CC (Del. Ch. Aug. 16, 2010), read opinion here. Factual Background The intriguing background facts of this case involve a company's founder and sole shareholder, Grayson, who sold additional shares in return for investments by Defendants Collins and Goss. In connection with that... Continue Reading...
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Posted on August 12, 2010 by Francis G.X. Pileggi

Chancery Upholds Poision Pill of Barnes & Noble; Rejects Fiduciary Claims

Yucaipa American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), read post-trial opinion here. This Delaware Court of Chancery opinion rejected breach of fiduciary duty claims and upheld the poision pill defense that Barnes & Noble implemented as part of a plan to spurn... Continue Reading...
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Posted on August 12, 2010 by Francis G.X. Pileggi

Chancery Addresses Claims Against Investment Fund Managers

Forsythe v. ESC Fund Management Co. (U.S.), Inc., C.A. No. 1091-VCL (Del. Ch. August 11, 2010), read opinion here. Among the five prior opinions in this case (all listed at footnote 1 of the decision), highlights of three are available here. Brief Overview This is the latest in a long-running... Continue Reading...
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Posted on August 10, 2010 by Francis G.X. Pileggi

Chancery Addresses Imbroglio Over Deposition Scheduling

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Posted on August 9, 2010 by Francis G.X. Pileggi

Chancery Refuses to Impose Fiduciary Duties on Parties to LLC Agreement

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Posted on August 8, 2010 by Francis G.X. Pileggi

Chancery Dismisses Action for Advancement Regarding Preemptive, Affirmative Actions Filed by Director

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Posted on August 7, 2010 by Francis G.X. Pileggi

Chancery Allows Indemnification and Non-Disparagement Counterclaims to Proceed Based on Factual Issues in the Agreement

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Posted on August 7, 2010 by Francis G.X. Pileggi

Chancery Dismisses LLC Dispute Based on Forum Selection Clause Requiring Louisiana Jurisdiction and Arbitration

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Posted on August 1, 2010 by Francis G.X. Pileggi

Court of Chancery Rejects Challenge to Interim Fee Award

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Posted on July 28, 2010 by Francis G.X. Pileggi

Chancery Addresses Fiduciary Claims by Bankruptcy Trustee; Claim Survives Against Financial Advisor for Aiding and Abetting Fiduciary Duty Breach

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Posted on July 28, 2010 by Francis G.X. Pileggi

Court of Chancery Construes Stockholders Agreement and Proxy Agreement to Determine Constituency of Board in Section 225 Case

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Posted on July 28, 2010 by Francis G.X. Pileggi

Court Addresses Insurance Coverage for Claims Arising out of Madoff Ponzi Scheme

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Posted on July 28, 2010 by Francis G.X. Pileggi

Court of Chancery Addresses Dissolution Issues for Small Start-Up Corporation

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Posted on July 22, 2010 by Francis G.X. Pileggi

Chancery Provides "Teachable Moment" for M & A Lawyers: Find Problems of Bidder in Due Diligence or Put Specific Reps in APA; Otherwise No Fraud Claim

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Posted on July 21, 2010 by Francis G.X. Pileggi

Chancery Refuses to Remove Conflicted Arbitrator Chosen by Parties

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Posted on July 17, 2010 by Francis G.X. Pileggi

Chancery Dismisses Claim that Acquirer Aided and Abetted Breach of Revlon Duty Based on Merger Payments to Preferred Holders and Zero Received by Common Stockholders

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Posted on July 14, 2010 by Francis G.X. Pileggi

Court of Chancery Approves "Delaware Counsel Only" Restriction in Protective Order

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Posted on July 14, 2010 by Francis G.X. Pileggi

Chancery Finds Officers Liable for Approving Personal Expenses of CEO

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Posted on July 12, 2010 by Francis G.X. Pileggi

Court Enters Default Judgment Against LLC and Awards Attorneys' Fees Based on a Finding of Bad Faith

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Posted on July 8, 2010 by Francis G.X. Pileggi

Air Products v. Airgas Motion Hearing Closed to Public

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Posted on July 8, 2010 by Francis G.X. Pileggi

Court of Chancery Dismisses Later-Filed Delaware Action Based on Forum Non Conveniens and McWane Doctrine

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Posted on July 6, 2010 by Francis G.X. Pileggi

Court of Chancery Declares that the Law Applicable to Controlling Shareholder Transactions Warrants Clarification, and Certifies Interlocutory Appeal to Delaware Supreme Court

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Posted on July 4, 2010 by Francis G.X. Pileggi

Chancery Refuses to find Binding Settlement Agreement; Explains Prerequisites to Enforcement of Oral and Informal Settlement Agreements

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Posted on July 2, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Addresses Fiduciary Duties of Bankruptcy Trustee

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Posted on June 28, 2010 by Francis G.X. Pileggi

Key Delaware Corporate and Commercial Cases from the First Five Months of 2010

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Posted on June 25, 2010 by Francis G.X. Pileggi

Court of Chancery Dismisses Action Where Plaintiff Failed to Plead Key Facts Challenging Breach of Fiduciary Duty and Entire Fairness Standard Applied

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Posted on June 23, 2010 by Francis G.X. Pileggi

Court Awards Plaintiffs' Counsel $1.2 Million in Fees and Expenses Which Represents 26% of Value of Recovery

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Posted on June 22, 2010 by Francis G.X. Pileggi

Court of Chancery Addresses Privilege Claims for Communications with Investment Bankers and "Common Interest" Privilege for Transnational Merger

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Posted on June 21, 2010 by Francis G.X. Pileggi

Court of Chancery Precludes Limited Partner from Prematurely Withdrawing its Investment from Partnership

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Posted on June 18, 2010 by Francis G.X. Pileggi

Chancery Rejects Argument To Reform Agreement Due to Unilateral Mistake

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Posted on June 17, 2010 by Francis G.X. Pileggi

Court Defines "Substantial Completion" in AIA Construction Contract

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Posted on June 15, 2010 by Francis G.X. Pileggi

Chancery Rejects Objections to Motion for Commission

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Posted on June 9, 2010 by Francis G.X. Pileggi

Chancery Rejects Section 220 Suit Filed After Derivative Suit

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Posted on June 8, 2010 by Francis G.X. Pileggi

Chancery Addresses Nuanced Differences between TRO and Preliminary Injunction

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Posted on June 8, 2010 by Francis G.X. Pileggi

Chancery Prohibits Partial Retention of Redemption by Investment Fund for Legal Fees Incurred Due to Departing Investor

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Posted on June 6, 2010 by Francis G.X. Pileggi

Chancery Imposes Penalties for Discovery Failures

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Posted on June 4, 2010 by Francis G.X. Pileggi

Chancery Imposes Liability for Dilution of Minority Shareholders by Majority Shareholder who Converted Debt into Equity, Despite Self-Funding Company and Averting Likely Bankruptcy via Merger

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Posted on June 4, 2010 by Francis G.X. Pileggi

Chancery Grants TRO in Supply Contract Dispute

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Posted on June 3, 2010 by Francis G.X. Pileggi

Chancery Examines Fiduciary Duties Owed to Preferred Stockholders

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Posted on June 1, 2010 by Francis G.X. Pileggi

Chancery Allows Civil Conspiracy Claim to Proceed Against Bank and Shareholder for Alleged Squeeze-Out Tactics

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Posted on May 30, 2010 by Francis G.X. Pileggi

Complaint v. BP Filed in Delaware Court of Chancery

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Posted on May 28, 2010 by Francis G.X. Pileggi

Chancery Applies FINRA Rules To Affirm Arbitration Award with Punitive Damages

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Posted on May 28, 2010 by Francis G.X. Pileggi

Chancery Provides History Lesson on Foundations of our System of Federalism

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Posted on May 26, 2010 by Francis G.X. Pileggi

Chancery Rejects Request to Enjoin Freeze-Out by Controlling Stockholder

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Posted on May 25, 2010 by Francis G.X. Pileggi

Delaware's Future in light of Pending Federal Legislation

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Posted on May 25, 2010 by Francis G.X. Pileggi

Court of Chancery Finds That, Under New York Law, Notes May Be Voluntarily Cancelled Absent Provision in the Indenture to the Contrary

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Posted on May 24, 2010 by Francis G.X. Pileggi

Chancery Denies Stay Pending Appeal of Decision Requiring Disclosure of Limited Partners' Names

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Posted on May 23, 2010 by Francis G.X. Pileggi

Chancery Decides that Books and Records Demand Must Be Arbitrated Per L.P. Agreement

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Posted on May 23, 2010 by Francis G.X. Pileggi

Chancery Denies Request for Protective Order

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Posted on May 21, 2010 by Francis G.X. Pileggi

The Role of The Business Judgment Rule When There is No Board Decision

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Posted on May 19, 2010 by Francis G.X. Pileggi

Chancery Rules that Release Bars Claims; Grants Motion for Judgment on the Pleadings

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Posted on May 17, 2010 by Francis G.X. Pileggi

Chancery Issues Preliminary Injunction to Enjoin Transaction Due to Lack of Adequate Disclosure in Proxy Statement

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Posted on May 17, 2010 by Francis G.X. Pileggi

Chancery Approves Class Action Settlement But Reduces Substantially Amount of Attorneys' Fees Award

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Posted on May 17, 2010 by Francis G.X. Pileggi

Chancery Rules on Issue of First Impression: Preferred Shareholders Have Same Right to Bring Derivative Claims as Common Shareholders

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Posted on May 16, 2010 by Francis G.X. Pileggi

Chancery Upholds Board Decision to Void Shares of Stock due to Lack of Consideration

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Posted on May 15, 2010 by Francis G.X. Pileggi

Court Allows Claims to Proceed Based on Lack of Disclosure in Purchase Agreement for Casino

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Posted on May 14, 2010 by Francis G.X. Pileggi

In Appraisal Action, Chancery Declines to Add Control Premium or Include Estimated Capital Gains Tax Liability in Valuation of Stock

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Posted on May 13, 2010 by Francis G.X. Pileggi

Chancery Upholds Forum Selection Clause Requiring Delaware Corporate Issues To Be Litigated in Texas Court

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Posted on May 13, 2010 by Francis G.X. Pileggi

Chancery Dismisses Section 220 Case Due to Improper Purpose of Circumventing Stay of Discovery in Separate Securities Suit

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Posted on May 12, 2010 by Francis G.X. Pileggi

Court of Chancery Resolves Complex Dispute Regarding Trade Secrets and Claims of Fiduciary Duty Breach

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Posted on May 11, 2010 by Francis G.X. Pileggi

Choosing Delaware as Exclusive Forum for Intra-Corporate Disputes

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Posted on May 8, 2010 by Francis G.X. Pileggi

Chancery Denies Motion to Compel by Contingent Beneficiary

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Posted on May 6, 2010 by Francis G.X. Pileggi

Chancery Finds Purchase and Use of Corporate Jet to be Protected by the Business Judgment Rule, But Allows Claims to Proceed to Trial in Connection with Personal Benefits Received by Director of Family Owned-Company

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Posted on May 6, 2010 by Francis G.X. Pileggi

Chancery Addresses what Role in Management is Sufficient for the Implied Consent Statute to Impose Jurisdiction under Section 18-109 of the Delaware LLC Act

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Posted on May 3, 2010 by Francis G.X. Pileggi

Court of Chancery Denies Request from Preferred Stockholder to Enjoin Acquisition Based on Claim of Inadequate Consideration

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Posted on May 3, 2010 by Francis G.X. Pileggi

Chancery Rejects Implied Good Faith Claim

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Posted on May 2, 2010 by Francis G.X. Pileggi

Chancery Upholds Board Decision to Choose Financing over Bankruptcy

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Posted on April 29, 2010 by Francis G.X. Pileggi

Chancery Allows Record Opened After Trial

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Posted on April 28, 2010 by Francis G.X. Pileggi

Chancery Decides Appraisal Case; Post-Trial Opinion Determines Terminal Growth Rate; Equity Risk Premium, Beta and Tax Rate of Russian-Based NASDAQ Company

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Posted on April 24, 2010 by Francis G.X. Pileggi

Chancery Upholds Forum Selection Clause Requiring the Case to be Litigated in the United Kingdom

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Posted on April 23, 2010 by Francis G.X. Pileggi

Video/Audio of Chancery TRO Hearing in Zenith National Insurance Corp. Merger Case

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Posted on April 23, 2010 by Francis G.X. Pileggi

Vice Chancellor Requires Lawyer to Be Physically Present During the Collection of Electronic Information from Client; Self-Collection by Client Not Permitted

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Posted on April 22, 2010 by Francis G.X. Pileggi

Chancery Rejects Proposed Expert on Delaware Law

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Posted on April 20, 2010 by Francis G.X. Pileggi

Court Grants Motion to Compel Post-Acquisition Financial Documents but Denies Motion to Compel Privileged Emails

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Posted on April 17, 2010 by Francis G.X. Pileggi

Chancery Recognizes Right of Shareholder to Pursue Representative Suit by Agreement

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Posted on April 17, 2010 by Francis G.X. Pileggi

Chancery Applies Standard to Determine Who Decides Issue of Arbitrability

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Posted on April 16, 2010 by Francis G.X. Pileggi

22nd Tulane Corporate Law Institute

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Posted on April 13, 2010 by Francis G.X. Pileggi

Chancery Awards Attorneys' Fees Based on Pre-Litigation Conduct in Breach of Fiduciary Duties

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Posted on April 9, 2010 by Francis G.X. Pileggi

Chancery Honors Letter of Credit at TRO Stage

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Posted on April 3, 2010 by Francis G.X. Pileggi

Chancery Rejects Argument for Jurisdiction Based Only on Ownership of Stock in Delaware Corporation

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Posted on March 29, 2010 by Francis G.X. Pileggi

Chancery Refuses to Set Aside Valuation Performed Pursuant to Formula in Stockholders' Agreement

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Posted on March 28, 2010 by Francis G.X. Pileggi

Chancery Defers Decision on Petition for Interim Fees Due to Judicial Economy

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Posted on March 28, 2010 by Francis G.X. Pileggi

Court Dismisses Counterclaims for Breach of Fiduciary Duty, Breach of Contract, and Breach of Implied Covenant of Good Faith and Fair Dealing

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Posted on March 28, 2010 by Francis G.X. Pileggi

Chancery Denies Injunctive Relief for Issuance of Convertible Note as Security in Violation of Agreement Due to Risk of Bankruptcy

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Posted on March 26, 2010 by Francis G.X. Pileggi

Chancery Rules on Dissolution of LLC

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Posted on March 25, 2010 by Francis G.X. Pileggi

After In Camera Review the Court of Chancery Rejects Claim of Work Product Immunity and Orders Email Produced

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Posted on March 23, 2010 by Francis G.X. Pileggi

Chancery Trial Attacking Patents of Alcatel-Lucent

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Posted on March 19, 2010 by Francis G.X. Pileggi

Chancery Allows Claim to Proceed for Nullification of Certificate of Cancellation Due to Failure of Dissolving Entity to Provide Adequate Reserves for Known Liabilities; Court Rejects Argument that Likely Bankruptcy Makes Nullification Futile

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Posted on March 19, 2010 by Francis G.X. Pileggi

Trial Date Set in Airgas/Air Products Takeover Litigation

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Posted on March 18, 2010 by Francis G.X. Pileggi

Chancery Enforces Settlement Reached in Court--After Parties Add Material Terms

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Posted on March 17, 2010 by Francis G.X. Pileggi

Court of Chancery Questions Special Litigation Committee's Independence and Investigation; Denies Motion to Dismiss Litigation

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Posted on March 16, 2010 by Francis G.X. Pileggi

Chancery Changes Co-Lead Counsel in Revlon Class Action

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Posted on March 15, 2010 by Francis G.X. Pileggi

A Cause Of Action For Aiding And Abetting A Fraudulent Transfer Is Not Implicitly Created Under The Delaware Uniform Fraudulent Transfer Act.

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Posted on March 14, 2010 by Francis G.X. Pileggi

Agreement Terminable at Will Not Subject to Statute of Frauds

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Posted on March 14, 2010 by Francis G.X. Pileggi

Court of Chancery Dismisses Claims Against Homeowner Association's Board

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Posted on March 14, 2010 by Francis G.X. Pileggi

Chancery Rules on Scope of Arbitration Clause

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Posted on March 11, 2010 by Francis G.X. Pileggi

Chancery Upholds State Law Claim for Insider Trading

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Posted on March 9, 2010 by Francis G.X. Pileggi

Chancery Decides Winner in Race Car Dispute

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Posted on March 5, 2010 by Francis G.X. Pileggi

Court of Chancery Validates Adoption of Unique Poison Pill to Protect NOLs

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Posted on March 4, 2010 by Francis G.X. Pileggi

Chancery Addresses Claims Arising From Failed Business Venture

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Posted on March 4, 2010 by Francis G.X. Pileggi

Chancery Clarifies Definition of "Contract Under Seal"

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Posted on March 4, 2010 by Francis G.X. Pileggi

Chancery Applies Res Judicata and Judicial Estoppel to Bar Claims

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Posted on March 3, 2010 by Francis G.X. Pileggi

Court of Chancery Clarifies Scope of Arbitration Clause

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Posted on February 27, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Imposes Personal Jurisdiction on Singapore Resident Serving as LLC "Manager" per Section 18-109 of LLC Act

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Posted on February 26, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Awards Fees Based on Prevailing Party Provision

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Posted on February 24, 2010 by Francis G.X. Pileggi

Chancery Analyzes Fiduciary Duties of LLC Members and Managers in Merger Context

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Posted on February 22, 2010 by Francis G.X. Pileggi

Chancery Imposes Penalties for Misappropriation of Trade Secrets

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Posted on February 20, 2010 by Francis G.X. Pileggi

Chancery Rejects Fiduciary Duty Claim Due to No Equitable Jurisdiction

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Posted on February 18, 2010 by Francis G.X. Pileggi

Court Grants Motion To Compel Discovery From Party's Wholly-Owned Subsidiary Which Was Not a Party to the Litigation

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Posted on February 16, 2010 by Francis G.X. Pileggi

Chancery Court Applies 20-year Statute of Limitations for Contracts "Under Seal"; Rejects Laches Defense. Defines "Inquiry Notice"

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Posted on February 16, 2010 by Francis G.X. Pileggi

Court of Chancery Clarifies Compounding Interest in Appraisal Suit per DGCL Section 262(h)

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Posted on February 13, 2010 by Francis G.X. Pileggi

Chancery Confirms that Not Reading a Document is No Defense; Also Allows Intervention of Parties in Interest

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Posted on February 10, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Rules on Contested Board Elections in Expedited Section 225 Suit; Addresses Issues of First Impression on Reduction in Board Size, and Voting Rights; Re: Street Name v. Stock Ledger

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Posted on February 10, 2010 by Francis G.X. Pileggi

Court Awards Compensatory and Exemplary Damages for Tortious Interference and Misappropriation of Trade Secrets

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Posted on February 8, 2010 by Francis G.X. Pileggi

Air Products Sues Airgas to Form Special Committee to Negotiate All Cash Offer

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Posted on February 6, 2010 by Francis G.X. Pileggi

Chancery Awards Fees to Prevailing Party Based on Agreement; Examines Reasonableness of Amount

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Posted on February 3, 2010 by Francis G.X. Pileggi

Chancery Adheres to Opinion Despite Remand After Precluding Testimony

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Posted on February 3, 2010 by Francis G.X. Pileggi

Court Denies Motion to Stay Appointment of Receiver Pending Appeal

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Posted on January 31, 2010 by Francis G.X. Pileggi

Court of Chancery Approves a Cox Communications Settlement of Two Actions; Reduces Attorneys' Fee Award to $10 million

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Posted on January 31, 2010 by Francis G.X. Pileggi

Chancery Orders Dissolution of LP Based on "Not Reasonably Practicable" Standard in Section 17-802

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Posted on January 31, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Applies New York Law to Dismiss Counterclaims and Affirmative Defenses

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Posted on January 31, 2010 by Francis G.X. Pileggi

Vice Chancellor Laster Rejects Standard Phrase in Confidentiality Stipulations Dealing with Restrictions on Use of Confidential Information

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Posted on January 31, 2010 by Francis G.X. Pileggi

Chancery Bars Proportionate Fault Claim in Confirmation of Arbitration Award

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Posted on January 30, 2010 by Francis G.X. Pileggi

Chancery Determines that Erroneous Fact Finding Would Not Change Holding

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Posted on January 21, 2010 by Francis G.X. Pileggi

Court of Chancery Analyzes Details of Claim for Breach of Implied Covenant of Good Faith and Fair Dealing for Limited Deadline Extension--and Denies Claim

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Posted on January 19, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Explains Procedural Prerequisites to Rebut Business Judgment Rule Protection for Board of Directors; Defines "Interested" Director and Lack of Director "Independence"

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Posted on January 17, 2010 by Francis G.X. Pileggi

New Rules Allow for "Lightening Fast" Adjudication of New Cases Filed in Delaware Court of Chancery

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Posted on January 17, 2010 by Francis G.X. Pileggi

Class Action Settlement Approved in Norfolk Case

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Posted on January 17, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Dismisses Dow Shareholders' Derivative Claims Regarding Rohm and Haas Acquisition for Failure to Plead Demand Futility

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Posted on January 17, 2010 by Francis G.X. Pileggi

In an Appraisal Action Arising out of a 1997 Merger, the Court Rejects a Fairness Opinion Based on One Week's Analysis; Awards $841,000 in Expert Fees But Rejects Request to Shift Attorneys' Fees

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Posted on January 12, 2010 by Francis G.X. Pileggi

Bylaws May Contain Conditions to Grant of Advancements Rights that Supplement Advancement Rights in Charter

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Posted on January 9, 2010 by Francis G.X. Pileggi

Court Dismisses Claim for Reformation of Contract; Invokes "Clean-Up Doctrine"; Compares Damages Under Common Law Fraud v. Equitable Fraud; Reiterates that No Punitive Damages Granted in Chancery

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Posted on January 9, 2010 by Francis G.X. Pileggi

Court Enforces Settlement Agreement Confirmed by Counsel for Both Parties

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Posted on January 5, 2010 by Francis G.X. Pileggi

Court of Chancery Issues Order Implementing Arbitration Fees Regarding Proposed Arbitration Rules

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Posted on December 30, 2009 by Francis G.X. Pileggi

Key Corporate and Commercial Cases from Delaware for 2009

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Posted on December 29, 2009 by Francis G.X. Pileggi

Deloitte Wins Summary Judgment Against Former Partner for Fiduciary Duty and Related Claims

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Posted on December 28, 2009 by Francis G.X. Pileggi

Chancery Retains Jurisdiction over Claims of False Disclosures in Schedule 13D Filings Despite Federal Jurisdiction over Exchange Act Violations by Hedge Funds; and Allows Claim of Damages to Proceed Despite Payment of Termination Fee to Losing Bidder

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Posted on December 28, 2009 by Francis G.X. Pileggi

Chancery Imposes Substantial Penalties for Non-Compliance with Prior Order

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Posted on December 27, 2009 by Francis G.X. Pileggi

Court Rejects Request for Expedited Discovery Regarding Injunctive Relief After Finding No Colorable Disclosure Claims; Holds "No Solicitation" Provision and Termination Fee are Not "Per Se" Unreasonable

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Posted on December 27, 2009 by Francis G.X. Pileggi

Chancery Court Rules on Patent and Intellectual Property Rights

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Posted on December 26, 2009 by Francis G.X. Pileggi

Court of Chancery Finds Party in Contempt for Destruction of Evidence; Sanctions Include Heightened Burden of Proof, Waiver of Privilege and "Significant" Award of Attorneys' Fees

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Posted on December 19, 2009 by Francis G.X. Pileggi

Chancery Court Highlights Important Distinctions Between Advancement and Indemnification; Explains Underlying Policy for Both; Grants Advancement for Defense of Counterclaims by Company

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Posted on December 18, 2009 by Francis G.X. Pileggi

Chancery Addresses Claims Arising from Oral Partnership Agreement

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Posted on December 17, 2009 by Francis G.X. Pileggi

Substitution of Counsel Requires Chancery Court Approval

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Posted on December 15, 2009 by Francis G.X. Pileggi

Chancery Declines to Alter Arbitral Decision

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Posted on December 14, 2009 by Francis G.X. Pileggi

Chancery Rejects Appraisal Demand of Beneficial Holder

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Posted on December 13, 2009 by Francis G.X. Pileggi

Chancery Grants Attorneys' Fees in Class Action

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Posted on December 12, 2009 by Francis G.X. Pileggi

Court of Chancery Dismisses Challenges After In Camera Review of Privileged E-Mail Chains

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Posted on December 10, 2009 by Francis G.X. Pileggi

Interpreting California and New York Law, Court of Chancery Resolves Complicated Contractual Dispute Between Two Large Software Companies

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Posted on December 4, 2009 by Francis G.X. Pileggi

Delaware Court of Chancery Proposes Draft Arbitration Rules

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Posted on December 3, 2009 by Francis G.X. Pileggi

Chancery Court Applies Standards to Motion to Compel Discovery

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Posted on December 3, 2009 by Francis G.X. Pileggi

Chancery Court Defines Beneficial Ownership of Stock

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Posted on December 3, 2009 by Francis G.X. Pileggi

eBay v. Craigslist Trial in Delaware Court of Chancery--Live

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Posted on December 2, 2009 by Francis G.X. Pileggi

Delaware Court of Chancery Addresses Jurisdictional Issues in International Transaction and Allows Claims to Proceed in Delaware Based on Dutch Law

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Posted on December 2, 2009 by Francis G.X. Pileggi

Delaware Court of Chancery Dispels Myths and Addresses "Local Counsel" Definition

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Posted on December 1, 2009 by Francis G.X. Pileggi

Chancery Court Appoints Receiver of Dissolved Corporation Pursuant to DGCL Section 279 Despite Three-Year Period in Section 278

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Posted on November 29, 2009 by Francis G.X. Pileggi

Court of Chancery Dismisses Challenge to Asset Purchase Agreement; Discusses Ramifications of Freedom of Contract in Purchase Agreement

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Posted on November 27, 2009 by Francis G.X. Pileggi

Chancery Court Explains Expansive Scope Allowable in Section 225 Suits; Applies Res Judicata to Bar Claims Not Pursued in Prior Section 225 Case

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Posted on November 21, 2009 by Francis G.X. Pileggi

Chancery Court Grants Motion to Expedite Case Based on Allegations of Colorable Disclosure Claim and Threatened Irreparable Injury Regarding Treatment of Stock-Based Compensation Expense

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Posted on November 18, 2009 by Francis G.X. Pileggi

Court of Chancery Decides Arbitrability Issues

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Posted on November 18, 2009 by Francis G.X. Pileggi

Live Video of Chancery Court Trial in Amirsaleh v. NY Board of Trade

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Posted on November 15, 2009 by Francis G.X. Pileggi

Chancery Court Denies Summary Judgment Based on Disputed Issue of Material Fact; Finds No Meaningful Difference Between "Lack of Good Faith" and "Bad Faith" for Claim of Breach of Implied Covenant of Good Faith and Fair Dealing

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Posted on November 14, 2009 by Francis G.X. Pileggi

Court of Chancery Decides Fiduciary Duty Claims Against LLC Manager and Allows Dissolution Claim to Proceed

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Posted on November 12, 2009 by Francis G.X. Pileggi

Court of Chancery Denies Motion for Protective Order for Depositions

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Posted on November 10, 2009 by Francis G.X. Pileggi

Court of Chancery Rules on Admissibility of Expert Testimony in eBay v. Craigslist

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Posted on November 4, 2009 by Francis G.X. Pileggi

Court of Chancery Grants Stay of Discovery Pending Dispositive Motion

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Posted on November 4, 2009 by Francis G.X. Pileggi

Court of Chancery Allows Amendment to Complaint; Rejects Request for Default Judgment

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Posted on October 31, 2009 by Francis G.X. Pileggi

Court of Chancery Explains Policy Reasons For Selection of Lead Counsel in Class Action; Rejects Motion to Reconsider

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Posted on October 30, 2009 by Francis G.X. Pileggi

Chancery Court Rejects Request for Fees and Costs Despite Granting Second Motion to Compel Discovery Against eBay

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Posted on October 29, 2009 by Francis G.X. Pileggi

Court of Chancery Addresses Application of Entire Fairness and Business Judgment Review of Merger Involving a Controlling Stockholder and a Third-Party Buyer

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Posted on October 28, 2009 by Francis G.X. Pileggi

Chancery Court Declines Jurisdiction in Dispute between Two New York Entities

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Posted on October 27, 2009 by Francis G.X. Pileggi

Chancery Court Discusses Fiduciary Duty of Director to Disclose Information While Negotiating Release with Corporation and Whether Lack of Disclosure Could Invalidate the Release

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Posted on October 26, 2009 by Francis G.X. Pileggi

Court Finds No Irreparable Harm; Declines To Expedite Action Challenging Stock Option Plan

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Posted on October 26, 2009 by Francis G.X. Pileggi

Former Employee Dismissed For Lack of Personal Jurisdiction; Court Reinforces Heavy Burden to Succeed on Forum Non Conveniens Grounds

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Posted on October 25, 2009 by Francis G.X. Pileggi

Court of Chancery Reaffirms Significant Deference Given to Independent Board in Change of Control Context Post-Lyondell

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Posted on October 22, 2009 by Francis G.X. Pileggi

Bank of America/Merrill Lynch Litigation

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Posted on October 16, 2009 by Francis G.X. Pileggi

Court of Chancery Grants Motion to Stay Dispute Over Governance of Delaware LLC

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Posted on October 16, 2009 by Francis G.X. Pileggi

Court of Chancery Keeps Partnership Dispute Case in Delaware: Rejects Argument it Lacks Personal Jurisdiction

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Posted on October 15, 2009 by Francis G.X. Pileggi

Court of Chancery Rules on Choice of Law and Insurance Coverage Issues.

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Posted on October 15, 2009 by Francis G.X. Pileggi

Court of Chancery Awards Attorneys' Fees and Expenses for Spoliation of Electronic Evidence

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Posted on October 14, 2009 by Francis G.X. Pileggi

Court of Chancery Dismisses Section 220 Action Because Plaintiff Failed to Demonstrate "Proper Purpose"

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Posted on October 11, 2009 by Francis G.X. Pileggi

Chancery Court Picks Lead Counsel in Class Action

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Posted on October 9, 2009 by Francis G.X. Pileggi

Interview with Vice Chancellor J. Travis Laster of the Delaware Court of Chancery

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Posted on October 8, 2009 by Francis G.X. Pileggi

Chancery Upholds Master's Ruling on Advancement Fees and Allowed Amendment of Complaint

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Posted on October 8, 2009 by Francis G.X. Pileggi

eBay's Bid Rejected by Court of Chancery

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Posted on October 7, 2009 by Francis G.X. Pileggi

Chancery Court Rules on Mutual Mistake Argument in Contract Issue

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Posted on October 6, 2009 by Francis G.X. Pileggi

Chancery Enforces Restrictive Covenant and Grants Permanent Injunction

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Posted on September 28, 2009 by Francis G.X. Pileggi

Chancery Court Grants Preliminary Injunction Against Competing Former Key Employees

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Posted on September 28, 2009 by Francis G.X. Pileggi

Chancery Court Describes Disclosure Obligations and Revlon Duties of Directors in Transaction

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Posted on September 24, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Trial Imminent in: eBay v. Craigslist

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Posted on September 22, 2009 by Francis G.X. Pileggi

Travis Laster Confirmed by Delaware Senate as Next Vice Chancellor

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Posted on September 18, 2009 by Francis G.X. Pileggi

Court of Chancery Grants Summary Judgment on Removal of Manager of LLC

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Posted on September 18, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses with Prejudice Plaintiff's Claim Purportedly Withdrawn After Defendant Moved for Summary Judgment; Determines Procedure for Payment of Attorneys' Fees In Advancement Case

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Posted on September 18, 2009 by Francis G.X. Pileggi

Live Video/Audio Clip of Delaware Chancery Court Proceedings

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Posted on September 17, 2009 by Francis G.X. Pileggi

Chancery Rules on Designations of Documents as Privileged; Highly Confidential and Subject to Clawback

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Posted on September 11, 2009 by Francis G.X. Pileggi

Chancery Court Addresses: Aiding and Abetting Fiduciary Duty of LLC Manager; Right of LLC Member to Resign; and Arbitrability

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Posted on September 4, 2009 by Francis G.X. Pileggi

Chancery Court Refuses to Remove Trustee of Trust Despite Less Than Ideal Treatment of Old Lady

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Posted on September 1, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Grants Motion to Dismiss Demand for Records under Section 220 but Allows for Amendment of Complaint

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Posted on August 29, 2009 by Francis G.X. Pileggi

Chancery Court Approves Class Action Settlement Involving Countrywide, and Attorneys' Fees for Plaintiffs' Attorneys Based on Therapeutic Disclosures

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Posted on August 29, 2009 by Francis G.X. Pileggi

Chancery Court Orders: Clawback of Data; and Counting of Omitted Votes

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Posted on August 28, 2009 by Francis G.X. Pileggi

Chancery Court Addressed Creation of Attorney/Client Relationship and Determination of When Privilege Applies to Communications

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Posted on August 26, 2009 by Francis G.X. Pileggi

In Unusual Jurisdictional Fight, Court of Chancery Transfers Breach of Duty Case to Superior Court

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Posted on August 25, 2009 by Francis G.X. Pileggi

Chancery Court Discusses Procedural Requirements for Parent Corporation to Pursue Claims Against Directors of Wholly-Owned Subsidiary

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Posted on August 25, 2009 by Francis G.X. Pileggi

Court of Chancery Provides Guidance on Common Discovery "Hot-Spots"--Privilege Logs and the Scope of Redactions

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Posted on August 20, 2009 by Francis G.X. Pileggi

Court Approves Settlement, Certifies Class, But Reduces Attorneys' Fee Award

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Posted on August 20, 2009 by Francis G.X. Pileggi

Court Takes Unusual Step and Requires "Senior Delaware Lawyers" Involved in Case to Work Out Discovery Plan and Summary Judgment Motion Practice

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Posted on August 19, 2009 by Francis G.X. Pileggi

Court of Chancery Awards Advancement Fees for Executive to Pursue Compensation Claims, and Rejects Reasonableness Argument as Limit on Advancement Obligation

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Posted on August 19, 2009 by Francis G.X. Pileggi

Delaware Court of Chancery Vacancy Filled

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Posted on August 14, 2009 by Francis G.X. Pileggi

Court Determines That Award of $100K in Attorneys' Fees is Commensurate with Benefit and Effort Under Common Corporate Benefit Doctrine

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Posted on August 12, 2009 by Francis G.X. Pileggi

Post Merger Class Action Claims Survive Motion to Dismiss Where Common Stockholders Received Nothing and Preferred Stockholders Received $52 Million

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Posted on August 12, 2009 by Francis G.X. Pileggi

Chancery Court Reviews Determinations of Trustee Overseeing Winding up of Dissolved Entity

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Posted on August 12, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Decision May Be Reviewed by U.S. Supreme Court

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Posted on August 11, 2009 by Francis G.X. Pileggi

Changing of the Guard at Delaware Chancery Court

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Posted on August 9, 2009 by Francis G.X. Pileggi

Chancery Court Denies Motion to Expedite Section 220 Case due to Failure of Applicant to Avail Himself of Inspection Offer Previously Made

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Posted on August 5, 2009 by Francis G.X. Pileggi

Chancery Court Allows Discovery Against Deloitte LLP on Damages It Sought Against its Own Partners

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Posted on August 2, 2009 by Francis G.X. Pileggi

Chancery Court Grants Access to General Ledger and Right to Obtain Photocopies Based on Terms of LLC Agreement but Denies a Request for Attorneys' Fees

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Posted on July 30, 2009 by Francis G.X. Pileggi

Court of Chancery Denies Reargument Motion on Attorneys' Fees Ruling

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Posted on July 30, 2009 by Francis G.X. Pileggi

Chancery Court Grants Books and Records Request Per DGCL Section 220

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Posted on July 30, 2009 by Francis G.X. Pileggi

Chancery Court Rules that Individual as Sole Owner, Member and Manager of an LLC Did Not Bind that LLC by Signing an Agreement Not Referencing LLC

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Posted on July 29, 2009 by Francis G.X. Pileggi

Vice Chancellor Lamb Denies Motion to Dismiss Class Action and Derivative Claims Arising Out of Failed Going-Private Transaction

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Posted on July 29, 2009 by Francis G.X. Pileggi

Court of Chancery Dismisses Fiduciary Duty Claims Regarding Vivendi Deal

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Posted on July 29, 2009 by Francis G.X. Pileggi

Vice Chancellor Lamb to Open Delaware Office of Paul Weiss Firm After Leaving Chancery Court

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Posted on July 29, 2009 by Francis G.X. Pileggi

Delaware's Sister State

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Posted on July 29, 2009 by Francis G.X. Pileggi

Chancery Court Decides Participation Issues in Class Action Settlement

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Posted on July 28, 2009 by Francis G.X. Pileggi

Court of Chancery Rules on Issue of First Impression: Do Fiduciary Duties Apply in the Context of a Right of First Refusal Agreement Between a Corporation and its Shareholders

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Posted on July 27, 2009 by Francis G.X. Pileggi

Watch Court of Chancery Trial Live Online via Audio/Video Feed

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Posted on July 24, 2009 by Francis G.X. Pileggi

Court of Chancery Enforces Nigerian Judgment in U.S. Dollars

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Posted on July 16, 2009 by Francis G.X. Pileggi

Chancery Court Transfers Declaratory Judgment Complaint to Superior Court Due to Lack of Equity Jurisdiction

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Posted on July 15, 2009 by Francis G.X. Pileggi

Court of Chancery Grants Advancement Rights and Allows Indemnification Claims

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Posted on July 15, 2009 by Francis G.X. Pileggi

Court of Chancery Denies Fund Investors' Application for Certification of an Interlocutory Appeal and Motion for Injunction Pending Appeal After Redemption Rights Were Suspended

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Posted on July 15, 2009 by Francis G.X. Pileggi

New Rules and New Forms for Delaware Chancery Court

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Posted on July 8, 2009 by Francis G.X. Pileggi

Will Delaware Ever Require that a Poison Pill be Redeemed?

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Posted on July 3, 2009 by Francis G.X. Pileggi

Court of Chancery Rejects Forum Non Conveniens Motion and Allows Delaware Class Action to Proceed

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Posted on July 3, 2009 by Francis G.X. Pileggi

Court of Chancery Grants Summary Judgment on Claims for Unjust Enrichment and Conversion in Embezzlement Case

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Posted on July 3, 2009 by Francis G.X. Pileggi

Court of Chancery Addresses Buyers' Remorse in Closing an Acquisition - With a Unique Twist

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Posted on July 1, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Claims by Amazon.com in Connection with Issuance of Shares by Basis Technology Corporation

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Posted on June 29, 2009 by Francis G.X. Pileggi

Chancery Court Grants Expedited Proceedings for a Preliminary Injunction Application in Challenge to Merger Agreements Involving EMC, Data Domain and NetApp, Inc.

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Posted on June 29, 2009 by Francis G.X. Pileggi

Chancery Court Resolves Objections of Class Members Excluded from Class Action Settlement Involving Chicago Board Options Exchange

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Posted on June 26, 2009 by Francis G.X. Pileggi

Chancery Court Awards Partial Fee Amount Requested due to Litigation that was only Partially Responsible for Changes in Contested Deal

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Posted on June 25, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Case Against Directors of Delaware Corporations and Several Foreign Corporations

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Posted on June 24, 2009 by Francis G.X. Pileggi

Chancery Court Awards all Fees Requested as Reasonable based on Terms of an Agreement but Rules that "Expenses" are not covered by "Costs" Term in Agreement

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Posted on June 23, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Amends Rules

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Posted on June 22, 2009 by Francis G.X. Pileggi

Chancery Court Rejects Claims by AIG v. Co-Conspirators Based on In Pari Delicto Doctrine

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Posted on June 22, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Determines Ownership of Patent Based on Dispute Between an Employee Scientist and his Former Employer

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Posted on June 22, 2009 by Francis G.X. Pileggi

Chancery Court Rules on Media Access to Court Records

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Posted on June 22, 2009 by Francis G.X. Pileggi

Chancery Court Denies TRO Request from Bidder who was Denied City Contract

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Posted on June 21, 2009 by Francis G.X. Pileggi

Litigating LLCs

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Posted on June 21, 2009 by Francis G.X. Pileggi

Chancery Court Modifies Advancement Award Based on Changed Circumstances

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Posted on June 19, 2009 by Francis G.X. Pileggi

Chancery Court Approves Settlement of Class Action and Awards Attorneys' Fees

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Posted on June 17, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Seller's Claims Against Buyer's Controlling Shareholder in Failed Merger

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Posted on June 15, 2009 by Francis G.X. Pileggi

Four Recent Chancery Court Decisions on Electronic Discovery Issues

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Posted on June 14, 2009 by Francis G.X. Pileggi

Chancery Court Applies Laches to Prevent Claim Brought Within Applicable Statute of Limitations

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Posted on June 9, 2009 by Francis G.X. Pileggi

Court Appoints a Neutral Arbitrator based on Interpretation of Arbitration Provision that Original Umpire Selected by the Parties was Disqualified

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Posted on June 4, 2009 by Francis G.X. Pileggi

Chancery Court Approves Class Action Settlement Regarding Chicago Board Options Exchange

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Posted on June 3, 2009 by Francis G.X. Pileggi

Court Grants Motion to Compel Director Emails After Company Fails to Preserve or Collect That Information

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Posted on June 1, 2009 by Francis G.X. Pileggi

Chancery Court Issues Major Decision on Duty to Preserve Electronically Stored Information and Imposes Adverse Inference as Penalty for Spoliation of Evidence

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Posted on May 31, 2009 by Francis G.X. Pileggi

Chancery Court Compensates Lead Plaintiff in Class Action Against Boston University

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Posted on May 31, 2009 by Francis G.X. Pileggi

The Death of the Wolf Block Law Firm

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Posted on May 31, 2009 by Francis G.X. Pileggi

Court Grants Cross-Motions to Compel Discovery But Refuses to Shift Costs to Requesting Party to Pay for Restoration of Emails on Backup Tapes

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Posted on May 29, 2009 by Francis G.X. Pileggi

Court Modifies Prior Determination of Fair Value in Appraisal Action But Does Not "Second-Guess" the Plain Meaning of the Contract

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Posted on May 28, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Requires Party to Submit to Terms of Forum Selection Clause Despite that Party Being a Non-Signatory; Based on Equitable Estoppel

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Posted on May 26, 2009 by Francis G.X. Pileggi

Chancery Court Splits Fees in Cablevision Class Action Between Lawyers for Related New York Suit and Delaware Counsel

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Posted on May 23, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Class Action Allegations of Overpayment in Recapitalization Transaction on Standing Basis But Disclosure Claims Allowed to Proceed

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Posted on May 21, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Rejects Challenge to Atmel's Poison Pill

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Posted on May 19, 2009 by Francis G.X. Pileggi

Chancery Court Addresses Duty of Loyalty and Other Fiduciary Duties of Departing Salaried Employee; Duty to Preserve Data; and Panoply of Related Claims

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Posted on May 19, 2009 by Francis G.X. Pileggi

Chancery Grants Stay of LLC Dissolution Pending Appeal

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Posted on May 19, 2009 by Francis G.X. Pileggi

Chancery Dismisses Derivative Complaint Per Rule 23.1

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Posted on May 13, 2009 by Francis G.X. Pileggi

Chancery Rejects Claims of Departing Member of LLC Who Co-Founded Hedge Fund

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Posted on May 12, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Rules on Amylin "Poison Put" Provision; Finds No Violation on Duty of Care Issue; and Provides Instruction to Lawyers Advising Boards on Complex Documents

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Posted on May 8, 2009 by Francis G.X. Pileggi

Chancery Court Denies Books and Records Demand for LLC

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Posted on May 8, 2009 by Francis G.X. Pileggi

Motion for Summary Judgment on Dissolution Granted But Request for Appointment of Liquidating Trustee Denied Based on Terms of LLC Agreement

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Posted on May 8, 2009 by Francis G.X. Pileggi

Chancery Court Enjoins Arbitration as Time-Barred

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Posted on May 6, 2009 by Francis G.X. Pileggi

Chancery Court Grants Motion in Limine Precluding Defendants from Raising Arguments Deemed Waived

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Posted on May 4, 2009 by Francis G.X. Pileggi

Live Clip of Chancery Court Trial Today on Poison Put Issue

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Posted on April 30, 2009 by Francis G.X. Pileggi

Chancery Dismisses Fiduciary and Unjust Enrichment Claims Based on Terms of Contract

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Posted on April 30, 2009 by Francis G.X. Pileggi

Chancery Awards $1 as Nominal Damages for Breach of Contract; No "Knowledge-Qualifier" for Representation Clause

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Posted on April 29, 2009 by Francis G.X. Pileggi

Chancery Court Denies (Barely) Motion to Dismiss for Failure to Prosecute But Imposes Penalty on Plaintiff's Counsel

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Posted on April 29, 2009 by Francis G.X. Pileggi

Chancery Court Grants Limited Reargument of Metromedia Appraisal Decision

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Posted on April 28, 2009 by Francis G.X. Pileggi

Chancery Court Orders Company to Hold Shareholders Meeting per DGCL Section 211

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Posted on April 27, 2009 by Francis G.X. Pileggi

Chancery Grants Creditor a TRO to Bar Fraudulent Transfers of Debtor

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Posted on April 26, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Derivative Complaint Pending Report of Special Committee

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Posted on April 25, 2009 by Francis G.X. Pileggi

Chancery Consolidates Related Actions Pursuant to Rule 42

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Posted on April 24, 2009 by Francis G.X. Pileggi

Chancery Court Rules on Testamentary Capacity and Donative Intent in Will Dispute

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Posted on April 23, 2009 by Francis G.X. Pileggi

Chancery Court Rejects Request to Dissolve LLC

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Posted on April 23, 2009 by Francis G.X. Pileggi

Statute of Limitations May Not Be Tolled by Section 220 Demand

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Posted on April 21, 2009 by Francis G.X. Pileggi

COURT GRANTS SUMMARY JUDGMENT ON CLAIMS ARISING OUT OF FAMILY OWNED BUSINESS DISPUTE

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Posted on April 21, 2009 by Francis G.X. Pileggi

Chancery Court Imposes Fiduciary Duties on LLC Members

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Posted on April 20, 2009 by Francis G.X. Pileggi

Who Will Fill Vacancy on the Delaware Chancery Court?

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Posted on April 20, 2009 by Francis G.X. Pileggi

Chancery Court Interprets Trust Document's Intent

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Posted on April 20, 2009 by Francis G.X. Pileggi

Poison Puts and Delaware Corporate Law

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Posted on April 19, 2009 by Francis G.X. Pileggi

In Appraisal Action Chancery Court Finds That Fair Value for Preferred Shares Based on Language in Certificate of Designation

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Posted on April 16, 2009 by Francis G.X. Pileggi

Upcoming Chancery Court Hearing and Trial Available Online Via Live Video/Audio in "Real Time"

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Posted on April 15, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Sundry Claims Against LLC Members

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Posted on April 15, 2009 by Francis G.X. Pileggi

New Delaware Statute Allowing Proxy Access Pursuant to Bylaw Provision

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Posted on April 15, 2009 by Francis G.X. Pileggi

Chancery Court Grants Partial Summary Judgment to Both Parties in Self-Dealing Case

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Posted on April 14, 2009 by Francis G.X. Pileggi

Chancery Court Denies Request for Expedited Proceedings in Board Contest Between Exelon Corp. and NRG Energy, Inc.

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Posted on April 14, 2009 by Francis G.X. Pileggi

Chancery Court Permits Shareholder By-Law Proposal to be Placed on Ballot While Preserving Company's Legal Challenge for Later Review

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Posted on April 11, 2009 by Francis G.X. Pileggi

Motion to Compel Granted

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Posted on April 6, 2009 by Francis G.X. Pileggi

Chancery Court Grants Stay Requested by Special Litigation Committee Except for Production of Electronic Information

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Posted on April 6, 2009 by Francis G.X. Pileggi

Chancery Court Denies Fee Application Again on Remand; Finds Presumption Rebutted that Fee Petitioner Was Cause of Increase in Tender Price

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Posted on April 5, 2009 by Francis G.X. Pileggi

Chancery Grants Motion to Intervene; Dismisses Claims of Unrepresented Entities

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Posted on April 2, 2009 by Francis G.X. Pileggi

Chancery Court Rejects "For Now" a Class Action Settlement in Countrywide Shareholder Litigation

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Posted on April 1, 2009 by Francis G.X. Pileggi

Chancery Court Considers Evidence Outside Operating Agreement to Determine Membership of LLC for Purpose of Books and Records Demand Under Section 18-805 of LLC Act

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Posted on April 1, 2009 by Francis G.X. Pileggi

Vice Chancellor Lamb to Retire from Chancery Court

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Posted on March 31, 2009 by Francis G.X. Pileggi

Chancery Clarifies Limitations on Contractual Waiver of Duties in Corporations v. LLCs

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Posted on March 31, 2009 by Francis G.X. Pileggi

Chancery Court Determines Third-Party Consents Can Thwart Purchase Agreement Resulting in Significant Damage Awards

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Posted on March 30, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Suit for Breach of Non-Competition Covenant Due to Lack of Personal Jurisdiction

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Posted on March 21, 2009 by Francis G.X. Pileggi

Chancery Court Allows Counterclaim in Dissolution Case

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Posted on March 19, 2009 by Francis G.X. Pileggi

Chancery Court Drills Down and Dismisses Breach of Fiduciary Duty Claim in Dispute about Oil and Gas Exploration Investments

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Posted on March 18, 2009 by Francis G.X. Pileggi

Article on Good Faith in Corporate Law Co-Authored by Member of Delaware Court of Chancery

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Posted on March 18, 2009 by Francis G.X. Pileggi

Chancery Court Stays Delaware Action in Favor of California Federal Actions

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Posted on March 11, 2009 by Francis G.X. Pileggi

Chancery Court Orders Specific Performance of Lease Terms

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Posted on March 9, 2009 by Francis G.X. Pileggi

Chancery Court Approves Yahoo Settlement

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Posted on March 9, 2009 by Francis G.X. Pileggi

Chancery Court Hears Injunction Motion in Genentech/Roche Imbroglio

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Posted on March 8, 2009 by Francis G.X. Pileggi

Rohm and Haas v. Dow Chemical Trial in Delaware Chancery Court Available Live Online

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Posted on March 6, 2009 by Francis G.X. Pileggi

Chancery Court Rejects BASF's Claim to be Bought out of Partnership Involving Lyondell

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Posted on March 6, 2009 by Francis G.X. Pileggi

Chancery Denies Request for Receiver; Insolvency Not Proven

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Posted on March 4, 2009 by Francis G.X. Pileggi

Chancery Court Grants Summary Judgment on Claims of Reformation of a Merger Agreement and Unjust Enrichment

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Posted on March 2, 2009 by Francis G.X. Pileggi

Chancery Court Denies Full Amount of Advancement Request

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Posted on March 1, 2009 by Francis G.X. Pileggi

Chancery Affirms Decision of Master

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Posted on February 28, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Direct and Derivative Claims Against Company in Bankruptcy

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Posted on February 28, 2009 by Francis G.X. Pileggi

Chancery Court Orders Restitution to Victim Under Uniform Fraudulent Transfer Act

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Posted on February 26, 2009 by Francis G.X. Pileggi

Chancery Decides "Dueling" Motions to Compel in Rohm and Haas v. Dow Chemical Suit

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Posted on February 26, 2009 by Francis G.X. Pileggi

Chancery Rejects Claims for Books and Records Per Section 220, For Lack of Proper Purpose

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Posted on February 26, 2009 by Francis G.X. Pileggi

Chancery Examines Reasonableness of Fees Awarded

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Posted on February 24, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Shareholder Claims Against Citigroup for Failure to Monitor Subprime Risks But Allows Waste Claim for CEO Pay

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Posted on February 24, 2009 by Francis G.X. Pileggi

Amendments to Chancery Court Rules

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Posted on February 22, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Appoints Custodian for Deadlocked Corporation

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Posted on February 20, 2009 by Francis G.X. Pileggi

Chancery Court Appoints Liquidating Trustee for Deadlocked LLC

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Posted on February 20, 2009 by Francis G.X. Pileggi

Chancery Court Denies Requested Protective Order in Rohm and Haas v. Dow Chemical Litigation

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Posted on February 19, 2009 by Francis G.X. Pileggi

Chancery Court Allows Claims To Proceed Against Greenberg, Other AIG Directors

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Posted on February 18, 2009 by Francis G.X. Pileggi

Chancery Court Rejects Demand For Books and Records

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Posted on February 16, 2009 by Francis G.X. Pileggi

Chancery Court Finds Pre-Suit Demand Not Excused

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Posted on February 12, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Rules That Wachtell Firm Not Disqualified Due to Prior Representation of Dow, From Suing Dow for Rohm and Haas

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Posted on February 11, 2009 by Francis G.X. Pileggi

Chancery Reiterates Standards for TRO and Expedited Proceedings

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Posted on February 7, 2009 by Francis G.X. Pileggi

Chancery Court Revisits Lease Issue Subject to D.C. Law

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Posted on February 7, 2009 by Francis G.X. Pileggi

Chancery Court Allows Purchaser to Continue Post-Closing Dispute Based on Contract Claims

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Posted on February 7, 2009 by Francis G.X. Pileggi

Chancery Addresses Claims That Ex-Employees of Agilent Took Trade Secrets to Start New Company

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Posted on February 7, 2009 by Francis G.X. Pileggi

Chancery Court Grants Motion to Enforce Settlement

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Posted on February 2, 2009 by Francis G.X. Pileggi

Chancery Denies TRO Request but Requires Status Quo Order to be Negotiated

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Posted on January 27, 2009 by Francis G.X. Pileggi

Chancery Court Approves Settlement of Class Action Challenging Merger of Wrigley and Mars

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Posted on January 26, 2009 by Francis G.X. Pileggi

Chancery Dissolves LLC Based on Section 18-802 "Reasonably Practicable" Standard

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Posted on January 26, 2009 by Francis G.X. Pileggi

Chancery Court Suit Filed by Rohm and Haas against Dow Chemical Seeking To Force Merger

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Posted on January 25, 2009 by Francis G.X. Pileggi

Chancery Court Rejects Claims for Attorneys' Fees; Follows American Rule

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Posted on January 22, 2009 by Francis G.X. Pileggi

Chancery Court Awards Fees in Derivative Case Involving Closely Held Corporation

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Posted on January 21, 2009 by Francis G.X. Pileggi

Chancery Court Examines Fiduciary Relationships Involving Trust Beneficiaries; Refers to Prodigal Son Parable

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Posted on January 20, 2009 by Francis G.X. Pileggi

Chancery Court Decides Arbitrability Issues

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Posted on January 16, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Claim Against Blackstone Group Regarding Bank Merger

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Posted on January 12, 2009 by Francis G.X. Pileggi

Chancery Denies Costs for Cancelled Deposition

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Posted on January 11, 2009 by Francis G.X. Pileggi

Chancery Retains Jurisdiction Over Claims to Pierce Corporate Veil and Related Allegations

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Posted on January 10, 2009 by Francis G.X. Pileggi

Chancery Approves Settlement in Back-dating Case

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Posted on January 8, 2009 by Francis G.X. Pileggi

Chancery Orders Second Deposition on Documents Produced After First Deposition

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Posted on January 8, 2009 by Francis G.X. Pileggi

Chancery Finds Lack of Equitable Jurisdiction After Trial

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Posted on January 8, 2009 by Francis G.X. Pileggi

Chancery Upholds Merger Netting Zero to Common Shareholders

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Posted on January 8, 2009 by Francis G.X. Pileggi

Chancery Describes Limited Costs Included in Rule 54(d) Award

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Posted on January 8, 2009 by Francis G.X. Pileggi

Chancery Approves Class Action Settlement of Claims Of Inadequate Disclosure in Tender Offer

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Posted on January 8, 2009 by Francis G.X. Pileggi

Selected Key Corporate and Commercial Delaware Decisions in 2008

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Posted on January 5, 2009 by Francis G.X. Pileggi

Chancery Rejects Request to Appoint Custodian

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Posted on January 2, 2009 by Francis G.X. Pileggi

Top 5 Delaware Cases from 2008--Rebuttal to Professor Brown

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Posted on December 28, 2008 by Francis G.X. Pileggi

Chancery Court Rules in Favor of Bank of New York Mellon Regarding Realogy Corporation Refinancing

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Posted on December 22, 2008 by Francis G.X. Pileggi

Chancery Court Rules on Business Break-up Issues and Decides Oral Resignation of Director is Effective

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Posted on December 21, 2008 by Francis G.X. Pileggi

Chancery Distinguishes Between Promise and Condition in Contract to Deny Indemnification Claim

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Posted on December 21, 2008 by Francis G.X. Pileggi

Fiduciary Duty Claims Survive Motion to Dismiss, But Not Disclosure Claims

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Posted on December 21, 2008 by Francis G.X. Pileggi

Chancery Distinguishes Contract-Based and Common Law-Based Fiduciary Duty Voluntarily Assumed

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Posted on December 19, 2008 by Francis G.X. Pileggi

Chancery Interprets LLC Agreement that Modifes Fiduciary Duties

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Posted on December 18, 2008 by Francis G.X. Pileggi

Chancery Rules on Duties of Trustee

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Posted on December 15, 2008 by Francis G.X. Pileggi

Chancery Court Compels Arbitration

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Posted on December 13, 2008 by Francis G.X. Pileggi

Proposed Class Action Settlement Rejected by Chancery Court

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Posted on December 12, 2008 by Francis G.X. Pileggi

Delaware Chancery Court Trials and Hearings Available Live Online

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Posted on December 12, 2008 by Francis G.X. Pileggi

Chancery Finds Lack of Support for Heightened Standard for Mandatory Injunction but Allows Expedited Proceedings

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Posted on December 11, 2008 by Francis G.X. Pileggi

Chancery Rules Alleged Settlement Agreement Not Enforceable

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Posted on December 10, 2008 by Francis G.X. Pileggi

Chancery Stays Discovery Pending Motion for Judgment on the Pleadings

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Posted on December 2, 2008 by Francis G.X. Pileggi

Video Clips of Chancery Court Trial in Olson v. Halvorsen

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Posted on December 1, 2008 by Francis G.X. Pileggi

Chancery Denies Reargument on Decision Rejecting Request for Receiver

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Posted on December 1, 2008 by Francis G.X. Pileggi

Chancery Rejects Jurisdiction Over Compensation Claim

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Posted on November 20, 2008 by Francis G.X. Pileggi

Chancery Denied Reargument on Attorneys' Fees

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Posted on November 20, 2008 by Francis G.X. Pileggi

Chancery Court Vacates Prior Decision in Fiduciary Duty Case

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Posted on November 19, 2008 by Francis G.X. Pileggi

Chancery Court Upholds Forum Selection and Choice of Law Clauses; Rejects Promissory Estoppel Claim; and Finds Absence of Essential Elements of Contract

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Posted on November 17, 2008 by Francis G.X. Pileggi

Video Clips of Recent AIG Chancery Court Hearing

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Posted on November 16, 2008 by Francis G.X. Pileggi

Chancery Rules on Statutory Trust Issues Involving Cargill and Refco

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Posted on November 16, 2008 by Francis G.X. Pileggi

Chancery Revises eFiling Order for Confidential Documents

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Posted on November 11, 2008 by Francis G.X. Pileggi

Chancery Rules on Claims Related to Merrill Lynch Merger with Bank of America

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Posted on November 11, 2008 by Francis G.X. Pileggi

This Blog Cited in Recent Law Review Article

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Posted on November 7, 2008 by Francis G.X. Pileggi

Chancery Court Trial in Viking Global Hedge Fund Case Available Live Online

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Posted on November 6, 2008 by Francis G.X. Pileggi

AIG Hearing Tomorrow in Chancery Court Available Online

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Posted on November 3, 2008 by Francis G.X. Pileggi

Summary Judgment Granted On Earnout Provisions of Merger Agreement

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Posted on October 28, 2008 by Francis G.X. Pileggi

Chancery Rules that LLC Agreement is Subject to Statute of Frauds, in Issue of First Impression

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Posted on October 27, 2008 by Francis G.X. Pileggi

Chancery Recites Prerequisites for Preliminary Injunction and Enjoins Arbitration of Claims

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Posted on October 27, 2008 by Francis G.X. Pileggi

Chancery Enjoins Arbitration and Denies Both Interlocutory Appeal and Stay Pending Appeal

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Posted on October 27, 2008 by Francis G.X. Pileggi

Chancery Grants Motion To Intervene in Contested Stock Issuance Case

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Posted on October 27, 2008 by Francis G.X. Pileggi

Chancery Rejects Request to Appoint Receiver of Dissolved Corp. Pursuant to DGCL Section 279

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Posted on October 20, 2008 by Francis G.X. Pileggi

Court Rejects Claim by Lowest Bidder Who Did Not Receive Public Contract

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Posted on October 20, 2008 by Francis G.X. Pileggi

Chancery Stays Discovery Pending Dispositive Motion

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Posted on October 19, 2008 by Francis G.X. Pileggi

Chancery Decides Important Electronic Discovery Issues and Conventional Discovery Issues

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Posted on October 19, 2008 by Francis G.X. Pileggi

Chancery Applies "Walks Like a Duck" Test for Equity Jurisdiction; and Rejects Alleged Insolvency of Defendant as Hook to Invoke Equitable Jurisdiction

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Posted on October 18, 2008 by Francis G.X. Pileggi

Chancery Grants Renewed Motion to Stay

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Posted on October 18, 2008 by Francis G.X. Pileggi

Expert Testimony Restricted as Untimely

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Posted on October 18, 2008 by Francis G.X. Pileggi

Chancery Applies Collateral Estoppel; Issue Preclusion; Comity as well as Full Faith and Credit

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Posted on October 17, 2008 by Francis G.X. Pileggi

Chancery Addresses Issue of What Constitutes Fiduciary Relationship

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Posted on October 17, 2008 by Francis G.X. Pileggi

Summary Judgment Denied Due to Need for More Discovery

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Posted on October 15, 2008 by Francis G.X. Pileggi

Chancery Denies Injunctive Relief on Real Estate Restrictive Covenant

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Posted on October 11, 2008 by Francis G.X. Pileggi

Dissolution of Corporation Request Denied

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Posted on October 8, 2008 by Francis G.X. Pileggi

TRO Request Denied and Motion to Stay Granted, Re: Merger of PFF Bancorp

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Posted on October 5, 2008 by Francis G.X. Pileggi

Chancery Court Procedures for eFiling Confidential Documents

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Posted on September 30, 2008 by Francis G.X. Pileggi

Chancery Requires Apollo-backed Hexion to Fulfill Its Contractual Duty to Buy Hunstman Despite Material Adverse Effect Clause

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Posted on September 29, 2008 by Francis G.X. Pileggi

Chancery Denies Dissolution Request Per Section 18-802 of the Delaware LLC Act and Per DGCL Section 226(a)(3)

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Posted on September 28, 2008 by Francis G.X. Pileggi

Chancery Court Reforms Terms of a Control Transaction In Loral Space and Communications Matter, Based on Breach of Fiduciary Duties

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Posted on September 23, 2008 by Francis G.X. Pileggi

Supreme Court Accepts Interlocutory Appeal in Ryan Case

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Posted on September 21, 2008 by Francis G.X. Pileggi

Chancery Denies Summary Judgment on Claim of Breach of Good Faith and Fair Dealing Due To Factual Issue Regarding Missed Deadline

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Posted on September 21, 2008 by Francis G.X. Pileggi

Chancery Stays Dissolution Action Pending Superior Court Damages Case

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Posted on September 21, 2008 by Francis G.X. Pileggi

Chancery Court Addresses Limited Scope of Its Subject Matter Jurisdiction

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Posted on September 21, 2008 by Francis G.X. Pileggi

Limited Discovery Allowed For Objectors to Class Action Settlement

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Posted on September 18, 2008 by Francis G.X. Pileggi

Chancellor Chandler Goes to Georgia

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Posted on September 14, 2008 by Francis G.X. Pileggi

Advancement Granted For Fees Incurred in Defamation Action

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Posted on September 14, 2008 by Francis G.X. Pileggi

Fees of $953/Hour Awarded Based on Corporate Benefit Conferred

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Posted on September 12, 2008 by Francis G.X. Pileggi

Injunction Denied In Attempt to Stop Self-Storage Facility Auction

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Posted on September 12, 2008 by Francis G.X. Pileggi

Derivative Suit Against AIG Settled

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Posted on September 11, 2008 by Francis G.X. Pileggi

Chancery Discusses Personal Jurisdiction Issues

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Posted on September 10, 2008 by Francis G.X. Pileggi

Chancery Court Dismisses Case Due to Misrepresentations to Court; Finds Derivative Plaintiff Unqualified, and Awards Fees

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Posted on September 10, 2008 by Francis G.X. Pileggi

Omnicare's Continued Vitality Doubted

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Posted on September 9, 2008 by Francis G.X. Pileggi

Beneficiary Seeks Removal of Trustee of a Trust

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Posted on September 9, 2008 by Francis G.X. Pileggi

Chancery Imposes a "Reasonable Period of Time" to Trigger MAC Clause, When No Deadline Specified

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Posted on September 7, 2008 by Francis G.X. Pileggi

Chancery Court Dismisses Claims Against Board of Lear Corp. for Payment of Termination Fee to Bidder Led by Carl Icahn

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Posted on September 4, 2008 by Francis G.X. Pileggi

Derivative Settlement Allows Suit Against D & O Carrier

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Posted on September 2, 2008 by Francis G.X. Pileggi

Chancery Bars Claims Based on Section 102(b)(7) Exculpation Clause

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Posted on September 2, 2008 by Francis G.X. Pileggi

Ryan v. Lyondell: Chancery Denies Interlocutory Appeal

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Posted on August 30, 2008 by Francis G.X. Pileggi

Chancery Rejects Claims of Promissory Estoppel and Oral Modification of Agreement

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Posted on August 28, 2008 by Francis G.X. Pileggi

Impact on Delaware of an Obama-Biden Ticket

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Posted on August 25, 2008 by Francis G.X. Pileggi

Chancery Orders Production of Investment Banker's Documents Despite Work Product Doctrine

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Posted on August 23, 2008 by Francis G.X. Pileggi

Chancery Court Champions Contractual Flexibility of LLC Act and Allows Waiver of Member's Right to Seek Dissolution

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Posted on August 23, 2008 by Francis G.X. Pileggi

Chancery Court Disqualifies Counsel Due to Litigation Conduct Involving Privileged Documents and Witness Interviews; and Addresses Standing to Allege Ethical Violations

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Posted on August 19, 2008 by Francis G.X. Pileggi

Clawback Provision Honored to Avoid Waiver of Inadvertently Produced Privileged Email

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Posted on August 19, 2008 by Francis G.X. Pileggi

Chancery Refuses Postponement of Shareholder Meeting Date

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Posted on August 17, 2008 by Francis G.X. Pileggi

"At Issue" Exception Not Applicable To Attorney/Client Privilege

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Posted on August 16, 2008 by Francis G.X. Pileggi

Court Allows Amended Complaint Despite Motion to Dismiss

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Posted on August 15, 2008 by Francis G.X. Pileggi

Appraisal Not Time-Barred

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Posted on August 14, 2008 by Francis G.X. Pileggi

Cost of Asserting Privilege: Produce Timely Privilege Log

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Posted on August 13, 2008 by Francis G.X. Pileggi

Deeds and Easements Interpreted

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Posted on August 13, 2008 by Francis G.X. Pileggi

Legal Fees of $250,000 Imposed as Penalty; Demand for $1 Million in Fees Rejected

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Posted on August 12, 2008 by Francis G.X. Pileggi

Dispute Over Who Is Manager of LLC

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Posted on August 10, 2008 by Francis G.X. Pileggi

Chancery Rules on Selection of Class Representative for Class Action

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Posted on August 9, 2008 by Francis G.X. Pileggi

Chancery Court's Contract Decision Refers to The Deal.com

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Posted on August 6, 2008 by Francis G.X. Pileggi

Chancery Court Order Confirms: Only Delaware Counsel May eFile Documents with Court

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Posted on August 3, 2008 by Francis G.X. Pileggi

Black is Back: Chancery Court Rules On Lord Black's Request for Advancement of Legal Fees

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Posted on August 3, 2008 by Francis G.X. Pileggi

Chancery's Review of Master's Report is De Novo

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Posted on August 2, 2008 by Francis G.X. Pileggi

Chancery Questioned Standing of Defendant to Object to Commission for Third-Party Deposition

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Posted on August 2, 2008 by Francis G.X. Pileggi

Chancery's Power to Vacate Arbitration Award

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Posted on August 2, 2008 by Francis G.X. Pileggi

When "Indemnification" Also Refers to "Advancement"

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Posted on August 2, 2008 by Francis G.X. Pileggi

Motion to Reconsider Must be Filed in Five (5) Days

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Posted on August 2, 2008 by Francis G.X. Pileggi

Chancery Granted Motion to Dismiss For Lack of Personal Jurisdiction

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Posted on July 31, 2008 by Francis G.X. Pileggi

Major Decision by Chancery Court on Corporate Law Aspects of Mergers and Acquisitions

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Posted on July 31, 2008 by Francis G.X. Pileggi

Chancery Kept DuPont Litigation in Delaware But Denied Requested Injunctive Relief

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Posted on July 30, 2008 by Francis G.X. Pileggi

Yahoo Procedural Decisions

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Posted on July 30, 2008 by Francis G.X. Pileggi

Expedited Scheduling Granted by Chancery in Class Action Alleging Disclosure Issues

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Posted on July 29, 2008 by Francis G.X. Pileggi

Collateral Estoppel Bars Pending Claims

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Posted on July 21, 2008 by Francis G.X. Pileggi

Chancery Decides Whether Investment Was Loan or Equity

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Posted on July 13, 2008 by Francis G.X. Pileggi

Transfer of Cases to Chancery Court from Superior Court

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Posted on July 11, 2008 by Francis G.X. Pileggi

Chancery Court Requires Directors to Disgorge Bonuses

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Posted on July 7, 2008 by Francis G.X. Pileggi

Chancery Court Addresses Authority to Bind Party in Settlement Agreement

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Posted on July 6, 2008 by Francis G.X. Pileggi

Chancery Approves Allocation of Class Action Settlement

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Posted on July 2, 2008 by Francis G.X. Pileggi

Chancery Enjoins Shareholder Vote Due to Disclosure Violation

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Posted on July 2, 2008 by Francis G.X. Pileggi

Chancery Rejects Disclosure Claim in Attempt to Bar Merger

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Posted on June 26, 2008 by Francis G.X. Pileggi

Demand Futility Established and Presumption of Business Judgment Rule Rebutted

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Posted on June 24, 2008 by Francis G.X. Pileggi

Chancery Rules that Law Firm Covered as Agent for Advancement Purposes Under DGCL Section 145

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Posted on June 23, 2008 by Francis G.X. Pileggi

Chancery Court Admonishes Company Not to Play Games with Advancement Rights

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Posted on June 23, 2008 by Francis G.X. Pileggi

Advancement Terms in LLC Agreement Only Covered Defensive Actions

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Posted on June 23, 2008 by Francis G.X. Pileggi

Chancery Rejects Disclosure Claims Made Post-Merger

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Posted on June 21, 2008 by Francis G.X. Pileggi

Advancement Issue Averted Due to Non-Applicability of Employment Agreement After Termination

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Posted on June 20, 2008 by Francis G.X. Pileggi

Chancery Addresses When Dual Claims for Fiduciary Duty Breach and Breach of Contract May Proceed

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Posted on June 18, 2008 by Francis G.X. Pileggi

Chancery Court Fixes Computational Error in Appraisal Opinion

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Posted on June 17, 2008 by Francis G.X. Pileggi

Chancery Court Bars Member of Deadlocked LLC From Hiring Counsel

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Posted on June 17, 2008 by Francis G.X. Pileggi

Chancery Reviews Application for Attorneys' Fees

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Posted on June 16, 2008 by Francis G.X. Pileggi

Chancery Rules that Complaint Against Yahoo! Cannot Remain Under Seal per Rule 5 (g) Confidentiality Standards

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Posted on June 15, 2008 by Francis G.X. Pileggi

Chancery Declines to Appoint Custodian for Corporation

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Posted on June 10, 2008 by Francis G.X. Pileggi

Chancery Addresses Requirements for Contract "Under Seal" to Enjoy Longer Statute of Limitations

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Posted on June 10, 2008 by Francis G.X. Pileggi

Chancery Interprets Anti-SLAPP Statute

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Posted on June 6, 2008 by Francis G.X. Pileggi

Chancery Rules on Breach of Loyalty by General Partner of L.P.

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Posted on June 2, 2008 by Francis G.X. Pileggi

Chancery Grants "Quasi-Appraisal" Remedy for Breach of Section 253 Short-Form Merger Requirements

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Posted on June 1, 2008 by Francis G.X. Pileggi

Chancery Explains Why Special Litigation Committee Report Was Rejected

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Posted on May 29, 2008 by Francis G.X. Pileggi

Chancery Court Reviews Corporate Issues Involving Sultan of Brunei

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Posted on May 25, 2008 by Francis G.X. Pileggi

Court Cannot Choose Between Two Reasonable Interpretations on a Motion to Dismiss

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Posted on May 22, 2008 by Francis G.X. Pileggi

Lord Conrad Black Back in Delaware Chancery Court

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Posted on May 17, 2008 by Francis G.X. Pileggi

Motion To Amend Complaint for Second Time Granted

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Posted on May 15, 2008 by Francis G.X. Pileggi

Landlord's Rights Trump Free Speech Rights

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Posted on May 9, 2008 by Francis G.X. Pileggi

Chancery Gives Victory to "Freedom of Contract" Regarding Fiduciary Duties in LLC Agreement

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Posted on May 9, 2008 by Francis G.X. Pileggi

Chancery Rejects Claims that Directors Breached Fiduciary Duties to Creditors by Company Filing for Chapter 11 Bankruptcy; Excessive Compensation Claims Also Rejected

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Posted on May 7, 2008 by Francis G.X. Pileggi

Chancery Denies Motion to Dismiss Despite Recommendation of Special Litigation Committee

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Posted on May 7, 2008 by Francis G.X. Pileggi

Chancery Applies "Course of Performance" and "Quasi-Estoppel" in Contract Dispute

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Posted on May 7, 2008 by Francis G.X. Pileggi

Custodian of Condominium Association Discharged

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Posted on May 7, 2008 by Francis G.X. Pileggi

Chancery Addresses Adverse Possession Issues

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Posted on May 4, 2008 by Francis G.X. Pileggi

Chancery Denies Demand for Books and Records by Limited Partner

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Posted on May 4, 2008 by Francis G.X. Pileggi

Attorneys' Fee Request Carefully Examined--and Approved

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Posted on May 2, 2008 by Francis G.X. Pileggi

Chancery Court's Policy on Public Access to Documents

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Posted on April 30, 2008 by Francis G.X. Pileggi

Discovery of Special Litigation Committee Documents Compelled

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Posted on April 29, 2008 by Francis G.X. Pileggi

Chancery Provides Practical Guidance on "Inadvertent Waiver of Attorney/Client Privilege" and "Avoiding a Motion to Compel"

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Posted on April 17, 2008 by Francis G.X. Pileggi

Chancery Decides Issue of First Impression: Nomination of Directors is Part of Right to Elect Directors

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Posted on April 17, 2008 by Francis G.X. Pileggi

Delaware Chancery Court Interprets Lease Under D.C. Law

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Posted on April 14, 2008 by Francis G.X. Pileggi

Attorneys' Fees Granted for Therapeutic Disclosures, et al.

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Posted on April 14, 2008 by Francis G.X. Pileggi

Chancery Applies Adage that "Silence is Golden" and Rules that Warrantholders are Not Owed Fiduciary Duties but Corporation Still Subject to Fraud Claims for Dissembling With Incomplete Data

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Posted on April 14, 2008 by Francis G.X. Pileggi

Choice of NY Forum Clause Upheld But Delaware Procedural and Remedial Law Still Applies

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Posted on April 11, 2008 by Francis G.X. Pileggi

Removing a Lis Pendens Based on Pending Litigation

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Posted on April 10, 2008 by Francis G.X. Pileggi

Bear Stearns Delaware Litigation Stayed by Chancery Court

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Posted on April 9, 2008 by Francis G.X. Pileggi

Court Rejects Bid Due To Use of Wrong Bond Form

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Posted on April 9, 2008 by Francis G.X. Pileggi

LLC Not Subject to Corporate Governance Standards of Corporations

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Posted on April 7, 2008 by Francis G.X. Pileggi

Noncompetition/Covenant-Not-To-Compete Agreement Enforced

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Posted on April 6, 2008 by Francis G.X. Pileggi

Books and Records Demand in the LLC Context

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Posted on April 6, 2008 by Francis G.X. Pileggi

New Chancery Court Order For Special Process Servers

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Posted on April 5, 2008 by Francis G.X. Pileggi

Chancery Addresses Advancement Claim in Context of Compulsory v. Permissive Counterclaim

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Posted on April 2, 2008 by Francis G.X. Pileggi

Chancery Addresses Foreign Judgment Enforcement

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Posted on April 2, 2008 by Francis G.X. Pileggi

Court Rejects Equitable Tolling Argument

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Posted on April 2, 2008 by Francis G.X. Pileggi

"Fees on Fees" Limited By Proportionality in Advancement Matter; and Chancery Confirms that Advancement Rights May Be Terminated

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Posted on March 31, 2008 by Francis G.X. Pileggi

Diller Wins Round One in Dispute with Liberty Media

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Posted on March 16, 2008 by Francis G.X. Pileggi

Chancery Addresses Issues in Bylaws and Intersection of Federal and State Regulation of Proxies for Annual Meetings

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Posted on March 13, 2008 by Francis G.X. Pileggi

Chancery Declines to Enforce Settlement Agreement among Rich and Famous

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Posted on March 12, 2008 by Francis G.X. Pileggi

Pre-Suit Demand Excused in Stock Option Case

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Posted on March 9, 2008 by Francis G.X. Pileggi

Chancery Imposes Fees for Bad Faith in Conducting Litigation

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Posted on March 9, 2008 by Francis G.X. Pileggi

Chancery Imposes Same Fiduciary Duty on Officers as Directors

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Posted on March 6, 2008 by Francis G.X. Pileggi

Chancery Dismisses Derivative Claims for Failing Aronson and Rales Tests

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Posted on March 3, 2008 by Francis G.X. Pileggi

Chancery Court at the Casinos: Issue of Indenture Default Addressed

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Posted on March 3, 2008 by Francis G.X. Pileggi

Format and Substance of Special Litigation Committee Report Scrutinized

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Posted on February 27, 2008 by Francis G.X. Pileggi

Do Arbitration Clauses Really Reduce Time and Expense?

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Posted on February 24, 2008 by Francis G.X. Pileggi

Section 155 Valuation of Shares More Limited Than Under DGCL Section 262

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Posted on February 24, 2008 by Francis G.X. Pileggi

"Agreement to Agree" in Future Not Enforceable

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Posted on February 24, 2008 by Francis G.X. Pileggi

EDiscovery Consultant Required to Submit Qualifications

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Posted on February 20, 2008 by Francis G.X. Pileggi

Chancery Stays Action in Favor of Pending California Case

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Posted on February 19, 2008 by Francis G.X. Pileggi

Chancery Court eFiling Requirements

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Posted on February 19, 2008 by Francis G.X. Pileggi

Supplemental Discovery Replies Compelled

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Posted on February 18, 2008 by Francis G.X. Pileggi

More Litigation Over Application of Arbitration Clauses

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Posted on February 18, 2008 by Francis G.X. Pileggi

Board Decision to Reject Offer Protected by BJR

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Posted on February 11, 2008 by Francis G.X. Pileggi

Attorney-Client Privilege May Follow Purchaser of Company

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Posted on February 10, 2008 by Francis G.X. Pileggi

No Personal Jurisdiction Over Directors of Non-Delaware Corporation Despite Contract Granting Exclusive Delaware Jurisdiction Over Corporation

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Posted on February 7, 2008 by Francis G.X. Pileggi

Chancery Rejects Disclosure and Fiduciary Claims in Exchange Offer between Viacom and Blockbuster

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Posted on February 4, 2008 by Francis G.X. Pileggi

First-Filed Rule Supports Stay of Delaware Case in Favor of Pending Texas Case

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Posted on February 4, 2008 by Francis G.X. Pileggi

Discovery Pending Motion for Summary Judgment Addressed Together with At-Issue Exception to Attorney/Client Privilege

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Posted on January 29, 2008 by Francis G.X. Pileggi

Bloomberg Reports on Recent Chancery Court Filings

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Posted on January 23, 2008 by Francis G.X. Pileggi

Tyson Case Settles

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Posted on January 20, 2008 by Francis G.X. Pileggi

Chancery Orders Advancement Based on Bylaws' Description of "Officer"

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Posted on January 20, 2008 by Francis G.X. Pileggi

Chancery Refuses to Dismiss Claim for Breach of "Agreement to Agree" and Allows Claims for Failure to Negotiate in Good Faith and Failure to Use Best Efforts to Conclude an Agreement

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Posted on January 20, 2008 by Francis G.X. Pileggi

Chancery Refuses to Defer to Bankruptcy Stay in Ordering Shareholder Meeting

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Posted on January 20, 2008 by Francis G.X. Pileggi

Hardship Supports Stay of Case Based on Forum Non Conveniens

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Posted on January 20, 2008 by Francis G.X. Pileggi

Chancery Approves Class Action Fees For Settlement Resulting in Revised Proxy Disclosures Only

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Posted on January 17, 2008 by Francis G.X. Pileggi

Chancery Rules on Proxy Contest, "Vote-Buying" and "Adjourned" Annual Meeting

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Posted on January 14, 2008 by Francis G.X. Pileggi

Order Appointing Lead Counsel Reconsidered

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Posted on January 13, 2008 by Francis G.X. Pileggi

Lack of Personal Jurisdiction and Venue Arguments Rejected

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Posted on January 4, 2008 by Francis G.X. Pileggi

In Defense of Delaware Corporate Law Opinions

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Posted on January 4, 2008 by Francis G.X. Pileggi

Request for Interlocutory Appeal Denied Regarding Production of Special Litigation Committee Files

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Posted on December 31, 2007 by Francis G.X. Pileggi

Overview of Key 2007 Corporate and Commercial Decisions

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Posted on December 28, 2007 by Francis G.X. Pileggi

Chancery Rejects Extension of Deadline for Claims v. Dissolved Corporation's Shareholder

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Posted on December 26, 2007 by Francis G.X. Pileggi

Blasius Review Not Triggered by Refusal to Call Shareholders' Meeting

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Posted on December 26, 2007 by Francis G.X. Pileggi

Chancery Rejects Interlocutory Appeal

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Posted on December 24, 2007 by Francis G.X. Pileggi

Specific Performance Claim Rejected

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Posted on December 24, 2007 by Francis G.X. Pileggi

Confidentiality and Privilege Preserved in 220 Case

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Posted on December 23, 2007 by Francis G.X. Pileggi

Interference with Customers Not Basis to Stop Third-Party Subpoenas

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Posted on December 21, 2007 by Francis G.X. Pileggi

Substantive v. Procedural Arbitrability Addressed by Chancery Court

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Posted on December 18, 2007 by Francis G.X. Pileggi

Chancery Addresses Competing Duties and Rights of Same Person Who Plays 3 Roles: Creditor; Director and Shareholder

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Posted on December 17, 2007 by Francis G.X. Pileggi

Chancery Rejects Professor's Opinion on Legal Issues

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Posted on December 17, 2007 by Francis G.X. Pileggi

Chancery Enforces Covenant Not To Compete for 2 Years and 25 miles

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Posted on December 12, 2007 by Francis G.X. Pileggi

Chancery Orders Production of Purportedly Privileged Report of Corporate Counsel; Metadata also Required

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Posted on December 6, 2007 by Francis G.X. Pileggi

Court Rejects Claim that Directors Breached Duties by Selling Company for Too Little

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Posted on December 4, 2007 by Francis G.X. Pileggi

Fiduciary Relationship Invalidated Transfer of Property

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Posted on December 1, 2007 by Francis G.X. Pileggi

Chancery Enforces Consent Decree

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Posted on December 1, 2007 by Francis G.X. Pileggi

Non-Delaware Lawyers Can Be Sued in Delaware for Giving Advice on Delaware Law

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Posted on November 29, 2007 by Francis G.X. Pileggi

Chancery Addresses Personal Jurisdiction Over Officers of Delaware Corporation

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Posted on November 29, 2007 by Francis G.X. Pileggi

Advancement Denied Due to Gap in Documents When LLC Converted to Corporation

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Posted on November 28, 2007 by Francis G.X. Pileggi

Specific Performance Granted in Land Contract

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Posted on November 28, 2007 by Francis G.X. Pileggi

Chancery Case Summarized on Harvard Blog

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Posted on November 21, 2007 by Francis G.X. Pileggi

It's "Back to Cali" for Company Losing Demand for Records Case Under Section 220

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Posted on November 21, 2007 by Francis G.X. Pileggi

Chancery Rules on Claims of Unjust Enrichment, Equitable Estoppel and Equitable Subrogation

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Posted on November 21, 2007 by Francis G.X. Pileggi

Motion To Strike Under Rule 12(f) Denied

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Posted on November 20, 2007 by Francis G.X. Pileggi

United Rental Sues Cerberus

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Posted on November 20, 2007 by Francis G.X. Pileggi

Chancery Enforces Deed Restrictions and Requires Demolition of Garage

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Posted on November 15, 2007 by Francis G.X. Pileggi

New Procedural Order Issued for Pleadings in Chancery Court

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Posted on November 13, 2007 by Francis G.X. Pileggi

Chancery Affirms Objective Theory of Contract Law in Delaware

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Posted on November 13, 2007 by Francis G.X. Pileggi

Chancery Court Champions Freedom of Contract Principles and Applies Bedrock Contract Interpretation Law

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Posted on November 13, 2007 by Francis G.X. Pileggi

Chancery Dismisses Suit Due to Delay in Prosecution

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Posted on November 9, 2007 by Francis G.X. Pileggi

Chancery Transfers Case to Superior Court Based on Absence of Equitable Jurisdiction

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Posted on November 8, 2007 by Francis G.X. Pileggi

Chancery Compels Third-Party to Comply with Subpoena for Electronic Discovery

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Posted on November 5, 2007 by Francis G.X. Pileggi

Chancery Refuses to Enjoin Merger Vote and Refuses to Require More Disclosure

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Posted on November 2, 2007 by Francis G.X. Pileggi

Chancery Grants Protective Order to Bar Deposition of Attorney in Section 220 Suit

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Posted on October 29, 2007 by Francis G.X. Pileggi

Chancery Decides Cola War, Baby.

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Posted on October 25, 2007 by Francis G.X. Pileggi

Chancery Instruction: Seek Expedited Ruling To Enjoin Arbitration Instead of Ignoring Arbitration Hearing

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Posted on October 23, 2007 by Francis G.X. Pileggi

Chancery Court Runs a Tight Ship

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Posted on October 23, 2007 by Francis G.X. Pileggi

Motion to Amend Denied Pending Future Lifting of Stay

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Posted on October 22, 2007 by Francis G.X. Pileggi

Chancery Compels Discovery from Non-testifying Consulting Expert

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Posted on October 21, 2007 by Francis G.X. Pileggi

Chancery Allows Claim Against General Partner of Limited Partnership Despite No Pre-Suit Demand

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Posted on October 17, 2007 by Francis G.X. Pileggi

Objector to Class Action Settlement Entitled to Access to Discovery Taken in Case

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Posted on October 17, 2007 by Francis G.X. Pileggi

Chancery Declines to Stay Post-Foreclosure Eviction

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Posted on October 17, 2007 by Francis G.X. Pileggi

Attorneys' Fees Granted in Tax Refund Case

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Posted on October 14, 2007 by Francis G.X. Pileggi

Will Contest Fails

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Posted on October 10, 2007 by Francis G.X. Pileggi

Trial Court Allows Interlocutory Appeal of Denial of Preliminary Injunction

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Posted on October 10, 2007 by Francis G.X. Pileggi

Motion for Reargument Denied

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Posted on October 10, 2007 by Francis G.X. Pileggi

Claim for Reformation of Contract Subject to Arbitration

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Posted on October 10, 2007 by Francis G.X. Pileggi

Statistics Support Section 220 Demand for Books and Records

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Posted on October 9, 2007 by Francis G.X. Pileggi

Issue Preclusion Bars Derivative Suit

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Posted on September 26, 2007 by Francis G.X. Pileggi

Background on Chancery's Follieri Opinion

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Posted on September 24, 2007 by Francis G.X. Pileggi

Chancery Allows Claim For Challenged Lawful Action That May Still Be Inequitable

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Posted on September 23, 2007 by Francis G.X. Pileggi

Chancery Analyzes Contractual Provision Requiring Cooperation

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Posted on September 19, 2007 by Francis G.X. Pileggi

Chancery Compels Discovery of Related Party Transactions

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Posted on September 16, 2007 by Francis G.X. Pileggi

Stock Option Claims Allowed to Proceed and DGCL Section 327 Addressed

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Posted on September 16, 2007 by Francis G.X. Pileggi

Preview of Future Chancery Court Decision

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Posted on September 14, 2007 by Francis G.X. Pileggi

Discovery in Section 220 Case Compelled and Public Policy Against "Purchase of Grievances" Addressed

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Posted on September 13, 2007 by Francis G.X. Pileggi

Court Rules on Validity of Signature on Agreement

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Posted on September 8, 2007 by Francis G.X. Pileggi

Attorneys' Fees Granted in Class Action Settlement

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Posted on September 6, 2007 by Francis G.X. Pileggi

Acquiring Company Must Pay Ex-Shareholders for Breaching Earnout Provision of Contract

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Posted on September 3, 2007 by Francis G.X. Pileggi

Chancery Rules on Lives of the Rich and Famous--Denies Creditor's Motion to Intervene

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Posted on September 3, 2007 by Francis G.X. Pileggi

Chancery Refuses Interlocutory Appeal of Order Granting Limited Discovery Pending Rule 23.1 Motion

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Posted on September 3, 2007 by Francis G.X. Pileggi

Chancery Rejects Both Parties' Experts; Reaches Appraisal Valuation Independently

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Posted on September 3, 2007 by Francis G.X. Pileggi

Rule 408 Does Not Bar Inclusion To Show Awareness of Facts

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Posted on September 3, 2007 by Francis G.X. Pileggi

Two Rulings on Arbitration Issues--Different Results

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Posted on September 2, 2007 by Francis G.X. Pileggi

Will Contest Decided by Chancery

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Posted on August 29, 2007 by Francis G.X. Pileggi

Chancery Refuses to Enforce Inequitable Windfall Resulting from Illicit Scheme

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Posted on August 27, 2007 by Francis G.X. Pileggi

Chancery Imposes Conditions on Stay in Favor of Pending Foreign Actions

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Posted on August 27, 2007 by Francis G.X. Pileggi

Chancery Defers Fiduciary Duty Claims Until SEC Rules on Federal Claims; Companion Case Compares TRO v. Preliminary Injunction Requirements

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Posted on August 22, 2007 by Francis G.X. Pileggi

Board Permitted to Postpone Shareholder Vote on Merger It Expected to Lose

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Posted on August 22, 2007 by Francis G.X. Pileggi

Excessive Executive Compensation (looting?) Claim Allowed to Proceed

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Posted on August 20, 2007 by Francis G.X. Pileggi

Trustee and Beneficiary Dispute Trust Terms

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Posted on August 16, 2007 by Francis G.X. Pileggi

Chancery Gives Second Chance to Spring-loading Claim

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Posted on August 10, 2007 by Francis G.X. Pileggi

Court Rejects Request for Specific Performance of Indenture Terms

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Posted on August 8, 2007 by Francis G.X. Pileggi

Delaware Securities Commissioner Cannot Appeal Adverse Decision

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Posted on August 6, 2007 by Francis G.X. Pileggi

Default Judgment Rejected as Penalty

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Posted on August 6, 2007 by Francis G.X. Pileggi

Chancery Allows Prerequisites to Advancement Right

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Posted on August 5, 2007 by Francis G.X. Pileggi

Chancery Court Grants Motion to Reargue; Stays Case Pending Arbitration

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Posted on August 5, 2007 by Francis G.X. Pileggi

Fees Awarded per Chancery Court Rule 11

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Posted on August 1, 2007 by Francis G.X. Pileggi

Chancery Decides Stock Option Claim is Derivative

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Posted on August 1, 2007 by Francis G.X. Pileggi

Motion to Dismiss versus Motion for Summary Judgment

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Posted on July 30, 2007 by Francis G.X. Pileggi

Chancery Asserts Need to Decide Important Delaware Issues Such as Backdating, Despite Parallel Federal Case

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Posted on July 29, 2007 by Francis G.X. Pileggi

Chancery Court Awards Damages to Buyer of Radio Station Based on Fraud and Breach of Contract

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Posted on July 29, 2007 by Francis G.X. Pileggi

Unjust Enrichment Claim Denied Again

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Posted on July 29, 2007 by Francis G.X. Pileggi

Chancery Rejects Class Action Settlement

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Posted on July 26, 2007 by Francis G.X. Pileggi

Stock Option Pricing Analysis Reviewed by Delaware Chancery Court

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Posted on July 25, 2007 by Francis G.X. Pileggi

Agreement Limited Rights to Books and Records Demand (added bonus: primer on contract interpretation principles)

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Posted on July 24, 2007 by Francis G.X. Pileggi

Injunctive Relief Denied To Minority For Challenged Stock Offering

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Posted on July 22, 2007 by Francis G.X. Pileggi

Minority Claims Against Majority Allowed To Proceed As Direct Action

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Posted on July 18, 2007 by Francis G.X. Pileggi

Court Partially Grants Section 220 Demand Based on Mismanagement Claims

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Posted on July 18, 2007 by Francis G.X. Pileggi

Substantial Compliance Allows Oral Change in Contract

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Posted on July 17, 2007 by Francis G.X. Pileggi

Failure to Agree on Renewal Terms Results in Termination

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Posted on July 10, 2007 by Francis G.X. Pileggi

Chancery Court Allows Expanded Discovery of Special Litigation Committee

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Posted on July 5, 2007 by Francis G.X. Pileggi

Summary Judgment Practice in Chancery Court

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Posted on July 3, 2007 by Francis G.X. Pileggi

Chancery Enforces Agreement Without Specific Price Term

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Posted on July 2, 2007 by Francis G.X. Pileggi

No Attorneys' Fees Awarded Despite Prevailing Party Provision in Contract, Until Final Determination

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Posted on July 1, 2007 by Francis G.X. Pileggi

Creditor's Claims Dismissed as Derivative

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Posted on June 29, 2007 by Francis G.X. Pileggi

Chancery Court Defers to Bankruptcy Court for Clarification Prior to Addressing Corporate Issues

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Posted on June 24, 2007 by Francis G.X. Pileggi

Chancery Dismisses Delaware Case Based on McWane Standard

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Posted on June 19, 2007 by Francis G.X. Pileggi

"Going Private" Transactions Enjoined for Failure to Fully Disclose Material Facts to Shareholders

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Posted on June 19, 2007 by Francis G.X. Pileggi

Merger Upheld In Light of Shareholders' Right to Consent But Not Vote on Merger

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Posted on June 18, 2007 by Francis G.X. Pileggi

Rescission Remedy Available Even If Case Not Expedited

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Posted on June 10, 2007 by Francis G.X. Pileggi

Hedge Fund-Shareholder Loses Bid To Have Directors Elected After DGCL Section 225 Proceeding

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Posted on June 8, 2007 by Francis G.X. Pileggi

Chancery Dismisses Claims Against Directors for Backdating of Options

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Posted on June 8, 2007 by Francis G.X. Pileggi

"Deal Lawyer" Cannot Serve Two Masters Well

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Posted on June 8, 2007 by Francis G.X. Pileggi

Section 273 Case Stayed in Favor of First-Filed Canadian Suit In Light of Petitioner's Possible Ulterior Motive in Seeking Dissolution

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Posted on June 4, 2007 by Francis G.X. Pileggi

"Void" versus "Voidable" Stock; LLC as Third-Party Beneficiary to Operating Agreement; and Appraisal Rights

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Posted on June 3, 2007 by Francis G.X. Pileggi

Amendment Granted to Withdraw Class Action Nature of Complaint

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Posted on June 3, 2007 by Francis G.X. Pileggi

Foreign Judgment Enforced by Chancery Court

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Posted on May 20, 2007 by Francis G.X. Pileggi

"Fees On Fees" For Indemnification Claim Not Allowable Unless Claim Succeeds

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Posted on May 17, 2007 by Francis G.X. Pileggi

Chancery Denies Demand for Books and Records Under Section 220

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Posted on May 17, 2007 by Francis G.X. Pileggi

Internal Affairs Doctrine Allows Delaware Case To Proceed Despite First-Filed Foreign Case

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Posted on May 14, 2007 by Francis G.X. Pileggi

Chancery Court Addresses Contract Issue of First Impression in Delaware Regarding Repudiation

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Posted on May 8, 2007 by Francis G.X. Pileggi

Chancery Court Clarifies Appraisal Remedy/Rights

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Posted on May 1, 2007 by Francis G.X. Pileggi

Chancery Court Stays Case in Favor of Bankruptcy Matter

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Posted on April 29, 2007 by Francis G.X. Pileggi

Statutory Construction and the "Absurdity Doctrine" or "Scrivener's Error" Exception.

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Posted on April 27, 2007 by Francis G.X. Pileggi

Chancery Refuses To Excise Allegedly Confidential Facts From Opinion

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Posted on April 22, 2007 by Francis G.X. Pileggi

Specific Performance Granted For Agreement Without Interest Rate

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Posted on April 22, 2007 by Francis G.X. Pileggi

Course of Dealing by Parties Used by the Court as Persuasive Basis to Interpret Insurance Policy

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Posted on April 22, 2007 by Francis G.X. Pileggi

Demand for Books and Records Granted as to Valuation but Denied as to Mismanagement Claims

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Posted on April 20, 2007 by Francis G.X. Pileggi

Covenant Not To Compete

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Posted on April 19, 2007 by Francis G.X. Pileggi

Chancery Examines Fiduciary Duties of Person with Power of Attorney and Enforceability of Oral Agreements for Testamentary Gifts

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Posted on April 16, 2007 by Francis G.X. Pileggi

Chancery Has Jurisdiction Over Derivative Claim by LLC Member Seeking Legal Remedy

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Posted on April 16, 2007 by Francis G.X. Pileggi

Special Litigation Committee Report in CA Case

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Posted on April 14, 2007 by Francis G.X. Pileggi

Delaware's Business Judgment Rule and Revlon Duty

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Posted on April 10, 2007 by Francis G.X. Pileggi

Chancery Court Clarifies Denial of Section 220 Demand, Upon Remand from Supreme Court

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Posted on April 10, 2007 by Francis G.X. Pileggi

No Injunction To Enforce Non-solicitation Clause Due To Prior Breach

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Posted on April 3, 2007 by Francis G.X. Pileggi

Forum Selection Clause Enforceable If Written Well

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Posted on March 24, 2007 by Francis G.X. Pileggi

Elvis in Chancery Court

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Posted on March 20, 2007 by Francis G.X. Pileggi

Delaware Chancery Court on Private Equity Deals

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Posted on March 19, 2007 by Francis G.X. Pileggi

Chancery Court Amends eFiling Requirements

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Posted on March 17, 2007 by Francis G.X. Pileggi

Contract Interpretation Principles Applied

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Posted on March 13, 2007 by Francis G.X. Pileggi

Summary Judgment Denied in Section 225 Expedited Proceeding

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Posted on March 13, 2007 by Francis G.X. Pileggi

Fraudulent Conveyance Results in Constructive Trust

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Posted on March 12, 2007 by Francis G.X. Pileggi

Expedited Proceedings Granted

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Posted on March 12, 2007 by Francis G.X. Pileggi

Delaware Chancery Court Orders Return of Excessive Bonus

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Posted on March 10, 2007 by Francis G.X. Pileggi

New Chancery Court Format Required

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Posted on February 27, 2007 by Francis G.X. Pileggi

Chancery Court's New Caremark Decision

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Posted on February 26, 2007 by Francis G.X. Pileggi

Disinherited Son Loses Statutory Construction Claim

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Posted on February 20, 2007 by Francis G.X. Pileggi

Cancellation of Special Stockholders' Meeting Improper

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Posted on February 19, 2007 by Francis G.X. Pileggi

Liability Imposed on Insurance Broker for Failing to Communicate Limitations on Policy

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Posted on February 18, 2007 by Francis G.X. Pileggi

Partial Relief Per Rule 56(d) on Interpretation of Purchase Price Adjustment Terms

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Posted on February 18, 2007 by Francis G.X. Pileggi

First Arbitration Award Prevails Over Second Contrary Decision Based on Separate Arbitration Agreement

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Posted on February 18, 2007 by Francis G.X. Pileggi

Default Judgment for Failure to Comply with Court Orders

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Posted on February 17, 2007 by Francis G.X. Pileggi

Amendment to Answer Allowed Subject to Payment of Attorneys' Fees

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Posted on February 17, 2007 by Francis G.X. Pileggi

Motion to Voluntarily Dismiss Claim: Denied

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Posted on February 15, 2007 by Francis G.X. Pileggi

Caremark's Shareholder Vote Enjoined

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Posted on February 12, 2007 by Francis G.X. Pileggi

Attorneys' Fees Awarded in Section 225 Action

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Posted on February 12, 2007 by Francis G.X. Pileggi

Claim by Corporation against Controlling Shareholder Fails Due To Absence of Personal Jurisdiction

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Posted on February 12, 2007 by Francis G.X. Pileggi

Motion to Consolidate Granted

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Posted on February 12, 2007 by Francis G.X. Pileggi

Motion to Disqualify Based on Alleged Conflict: Denied

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Posted on February 11, 2007 by Francis G.X. Pileggi

Courthouses for Chancery Court in Delaware

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Posted on February 11, 2007 by Francis G.X. Pileggi

Determination of Who Owns How Many Shares

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Posted on February 9, 2007 by Francis G.X. Pileggi

Reargument Denied In Award of Fees to Delaware Counsel Only

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Posted on February 8, 2007 by Francis G.X. Pileggi

Backdated Stock Options and Spring-loaded Options under Delaware Law

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Posted on February 7, 2007 by Francis G.X. Pileggi

Release Waived Right to Option

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Posted on February 7, 2007 by Francis G.X. Pileggi

Attorneys' Fees Awarded by Court, based on Contract, to Prevailing Parrty

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Posted on February 5, 2007 by Francis G.X. Pileggi

Court Enforces Covenant-not-to-compete against ex-employee and New Employer

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Posted on February 4, 2007 by Francis G.X. Pileggi

Fraudulent Transfer Act and Constructive Trust Provide Remedy for Claims Against Estate

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Posted on January 31, 2007 by Francis G.X. Pileggi

Summary of Key Delaware Decisions in 2006

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Posted on January 30, 2007 by Francis G.X. Pileggi

Directors Wacked for Lack of Independence

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Posted on January 26, 2007 by Francis G.X. Pileggi

Summary of Delaware Corporate Cases from 2006

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Posted on January 25, 2007 by Francis G.X. Pileggi

Summary Judgment Denied on Coverage Issues

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Posted on January 21, 2007 by Francis G.X. Pileggi

Rights Waived Due to Failure to Meet Deadline

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Posted on January 21, 2007 by Francis G.X. Pileggi

Summary Judgment Denied on Stock Option Issues

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Posted on January 21, 2007 by Francis G.X. Pileggi

Right of First Refusal Interpreted and Consent Deemed Not Unreasonably Withheld

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Posted on January 21, 2007 by Francis G.X. Pileggi

Statutory Deadline for Appraisal Strictly Enforced Despite Late Arrival at Old Address

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Posted on January 21, 2007 by Francis G.X. Pileggi

Fees Denied to Attorneys in Parallel Case

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Posted on January 21, 2007 by Francis G.X. Pileggi

Rule 19(a) Motion Denied

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Posted on January 21, 2007 by Francis G.X. Pileggi

Reargument Rejected on Denial of Expedited Proceedings and Stay

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Posted on January 20, 2007 by Francis G.X. Pileggi

"Clean-up Doctrine Allows Chancery to Keep Jurisdiction

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Posted on January 20, 2007 by Francis G.X. Pileggi

Motion to Dismiss Based on Judicial Estoppel Denied

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Posted on January 20, 2007 by Francis G.X. Pileggi

Statutory Attorneys' Fees for Wage Claim

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Posted on January 20, 2007 by Francis G.X. Pileggi

Short Notice Actionable Despite Strict Compliance with Statute

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Posted on January 18, 2007 by Francis G.X. Pileggi

Corporate Veil Pierced

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Posted on January 14, 2007 by Francis G.X. Pileggi

Lack of Entire Fairness Decision Stands; re: Allocation of Merger Proceeds to Minority

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Posted on January 10, 2007 by Francis G.X. Pileggi

Caremark Issues Addressed in Recent Chancery Case

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Posted on January 8, 2007 by Francis G.X. Pileggi

Chancery Court Rule Amendments

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Posted on January 7, 2007 by Francis G.X. Pileggi

Investment Fund Entitled to Proceed with Section 220 case

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Posted on December 29, 2006 by Francis G.X. Pileggi

Settlement of Derivative Suit Rejected By Court

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Posted on December 26, 2006 by Francis G.X. Pileggi

Chancellor Chandler Partially Enforces Covenant-Not-To-Compete Against Independent Contractor, citing the Argot of Rapper "50 Cent"

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Posted on December 26, 2006 by Francis G.X. Pileggi

Specific Performance Denied

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Posted on December 24, 2006 by Francis G.X. Pileggi

Arbitration of Tobacco Settlement Claim Compelled

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Posted on December 22, 2006 by Francis G.X. Pileggi

Directors Found Liable For Not Stopping Majority Shareholder's Conduct

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Posted on December 22, 2006 by Francis G.X. Pileggi

Philadelphia Stock Exchange Sale Challenged

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Posted on December 20, 2006 by Francis G.X. Pileggi

Valassis Case Settles

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Posted on December 18, 2006 by Francis G.X. Pileggi

"Hold Harmless" Clause Not Equal To Advancement Rights

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Posted on December 15, 2006 by Francis G.X. Pileggi

Chancery Court Rejects Settlement Despite Agreement of Parties

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Posted on December 8, 2006 by Francis G.X. Pileggi

SEC's Contrary Rules Not Bar to Stockholders' Meeting to Approve Sale (a/k/a Vesta II)

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Posted on December 4, 2006 by Francis G.X. Pileggi

Civil Conspiracy Possible With Parent Corporation and Affiliated Entities

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Posted on November 27, 2006 by Francis G.X. Pileggi

Controlling Shareholder Must Prove Entire Fairness of Interested Transaction

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Posted on November 26, 2006 by Francis G.X. Pileggi

Books and Records Demand Under Section 220 Denied

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Posted on November 26, 2006 by Francis G.X. Pileggi

Validity of Written Consent of Minor in Lieu of Shareholder Meeting

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Posted on November 19, 2006 by Francis G.X. Pileggi

Pre-Suit Demand and Rule 23.1

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Posted on November 14, 2006 by Francis G.X. Pileggi

Specific Performance; Rescission; Parol Evidence Rule and Integration Clause

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Posted on November 12, 2006 by Francis G.X. Pileggi

Multiple Case Summaries Addressing: Statute of Limitations and Equitable Tolling for Fiduciary Claim; Comity; and Chancery Court Rules 20 and 25

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Posted on November 11, 2006 by Francis G.X. Pileggi

Chancery Court Addresses Many Issues: Direct v. Derivative; Coercion v. Duress; Demand Excused;Directors with Interest in Entities on Both Sides of Transaction; and Validity of Consent Absent Full Disclosure

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Posted on November 7, 2006 by Francis G.X. Pileggi

DGCL Summary Proceeding Interfaced with Pending Cases in Other States

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Posted on November 5, 2006 by Francis G.X. Pileggi

Declaratory Judgments; Justiciability and Buyer's Duties

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Posted on November 5, 2006 by Francis G.X. Pileggi

Delaware Dissolution Statute: NY Court's Interpretation; and Blog Discussion of Cases

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Posted on November 4, 2006 by Francis G.X. Pileggi

The Law and Economics of Blogs

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Posted on November 3, 2006 by Francis G.X. Pileggi

Laches; Mootness; Intervention; and Motion to Amend

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Posted on October 26, 2006 by Francis G.X. Pileggi

Court Costs Payable to Prevailing Party Under Rule 54(d)

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Posted on October 22, 2006 by Francis G.X. Pileggi

Hedge Fund Denied Data Under DGCL Section 220

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Posted on October 15, 2006 by Francis G.X. Pileggi

Breach of Forum Selection Clause May Support Award of Attorneys' Fees

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Posted on October 10, 2006 by Francis G.X. Pileggi

Order Imposing Stay Remains in Place

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Posted on October 9, 2006 by Francis G.X. Pileggi

Covenant-Not-To-Compete Extended Due to Inevitable Disclosure and Untrustworthiness of Ex-Employee

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Posted on October 9, 2006 by Francis G.X. Pileggi

Preferred Shareholders' Claim Ruled by Contract--Parallel Fiduciary Claim Dismissed

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Posted on October 9, 2006 by Francis G.X. Pileggi

DGCL Section 220 Claim Curtailed

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Posted on October 8, 2006 by Francis G.X. Pileggi

Equitable and Appraisal Claims Succeed In Contesting Squeeze-Out

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Posted on October 8, 2006 by Francis G.X. Pileggi

Chancery Court Retains Subject Matter Jurisdiction Under "Clean-up Doctrine" and Rule 42(b).

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Posted on October 1, 2006 by Francis G.X. Pileggi

Issues Addressed: Duty of Good Faith and Fair Dealing;Ripeness: Permanent Injunction;Tortious Interference with Contract; and Civil Conspiracy

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Posted on September 30, 2006 by Francis G.X. Pileggi

Chancery Rejects Preliminary Injunction Request to Stop Controlling Shareholder's Tender Offer for Remaining Shares

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Posted on September 30, 2006 by Francis G.X. Pileggi

Attorneys' Fees Awarded Based on Bad Faith Exception to American Rule

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Posted on September 30, 2006 by Francis G.X. Pileggi

Summary Judgment Standard; Delaware Wage Payment and Collection Act; and "Law of the Case" Addressed.

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Posted on September 30, 2006 by Francis G.X. Pileggi

Court to Litigants: Choose Between Motion to Dismiss or Motion for Summary Judgment

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Posted on September 30, 2006 by Francis G.X. Pileggi

Pre-Judgment Interest Granted in Award For Advancement of Fees

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Posted on September 29, 2006 by Francis G.X. Pileggi

Stay Denied In DGCL 220 Case Pending Appeal

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Posted on September 29, 2006 by Francis G.X. Pileggi

Delaware Chancery Court Jurisdiction Summarized in Article Quoting Yours Truly

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Posted on September 28, 2006 by Francis G.X. Pileggi

Dismissal Due To Subject Matter Jurisdiction--Transfer to Proper Court Within 60 Days

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Posted on September 27, 2006 by Francis G.X. Pileggi

Implied Duty of Good Faith and Fair Dealing in Contract Does NOT Require Waiver of Express Contract Right

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Posted on September 26, 2006 by Francis G.X. Pileggi

Non-Signatory May Compel Arbitration by Signatory of Arbitration Agreement

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Posted on September 17, 2006 by Francis G.X. Pileggi

Creditor's Direct Claims Against Directors Rejected Despite "Zone of Insolvency"

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Posted on September 14, 2006 by Francis G.X. Pileggi

Sexy Litigation in Delaware

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Posted on September 13, 2006 by Francis G.X. Pileggi

Attorneys' Fees and Conflicts in Class Actions

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Posted on September 4, 2006 by Francis G.X. Pileggi

Who is Manager of LLC in Deadlock?

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Posted on September 4, 2006 by Francis G.X. Pileggi

No Equitable Relief for Missed Notice of Meeting

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Posted on September 4, 2006 by Francis G.X. Pileggi

Preferred Stockholder States Claim for Incorrect Distributions

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Posted on August 27, 2006 by Francis G.X. Pileggi

Limited Partnership Issues Addressed

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Posted on August 23, 2006 by Francis G.X. Pileggi

Deepening Insolvency Not Cause of Action in Delaware

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Posted on August 17, 2006 by Francis G.X. Pileggi

Motion To Expedite Failed Due To Absence of Irreparable Harm

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Posted on August 17, 2006 by Francis G.X. Pileggi

McWane Standard Applied In Favor of First-Filed Suit

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Posted on August 16, 2006 by Francis G.X. Pileggi

Specific Performance: It's a Matter of Grace

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Posted on August 10, 2006 by Francis G.X. Pileggi

Chancery Court Rules on Multiple Procedural Issues

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Posted on August 10, 2006 by Francis G.X. Pileggi

Chancery Court Awards Attorneys' Fees for Modest Therapeutic Benefit of More Disclosure After Merger Announcement

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Posted on August 7, 2006 by Francis G.X. Pileggi

Statute of Repose Lays Case to Rest (Case Dismissed)

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Posted on August 5, 2006 by Francis G.X. Pileggi

Court Allows Ex Parte Interview By Lawyer of Former Employees of Other Party

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Posted on August 5, 2006 by Francis G.X. Pileggi

Partial Grant of Motion for Reconsideration Due to Mootness.

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Posted on August 4, 2006 by Francis G.X. Pileggi

Chancery Court Rules on Specific Performance; Equitable Fraud; Intentional Misrepresentation; Rescission; Uncertain Damages and Unrebutted Expert Testimony

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Posted on July 31, 2006 by Francis G.X. Pileggi

Controlling Shareholder May Have Breached Duty By Exploiting Control Over Other Shareholders For Its Benefit

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Posted on July 31, 2006 by Francis G.X. Pileggi

Covenant Not To Compete May Protect the Middleman

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Posted on July 30, 2006 by Francis G.X. Pileggi

Preferred Stock Rights Based on Contract Principles

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Posted on July 30, 2006 by Francis G.X. Pileggi

Preferred Stock Rights Determined By Interpretation of Charter

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Posted on July 23, 2006 by Francis G.X. Pileggi

Section 220 Demand Denied As Overly Broad

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Posted on July 23, 2006 by Francis G.X. Pileggi

Section 220 Confidentiality Issues Addressed In Light of Competitive Concerns

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Posted on July 23, 2006 by Francis G.X. Pileggi

Section 220 Requires Breakdown To Contact Owners of Shares Held by Nominee

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Posted on July 23, 2006 by Francis G.X. Pileggi

Majority Shareholder Not Liable in Sale of Shares

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Posted on July 23, 2006 by Francis G.X. Pileggi

Advancement Under Section 145(k) Required

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Posted on July 18, 2006 by Francis G.X. Pileggi

Chancery Court Bars Claim for Fake Artwork

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Posted on July 14, 2006 by Francis G.X. Pileggi

Lions Gate II: Reformation of Charter and Bylaws; Restrictions on Voting Rights Subject to High Scrutiny and Equity Can't Save Statutory Violation

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Posted on July 14, 2006 by Francis G.X. Pileggi

Importance of The Shareholder Franchise

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Posted on July 12, 2006 by Francis G.X. Pileggi

Notice to Outdated Address Not Adequate to Waive Rights

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Posted on July 10, 2006 by Francis G.X. Pileggi

Delaware Chancery Court Visit

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Posted on July 10, 2006 by Francis G.X. Pileggi

No Damages Found in Disclosure Claim

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Posted on July 8, 2006 by Francis G.X. Pileggi

Motions for Commissions Denied (Mostly)

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Posted on July 8, 2006 by Francis G.X. Pileggi

Direct v. Derivative Claim Determined; and Pre-Suit Demand Held to be Neither Futile Nor Excused

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Posted on July 8, 2006 by Francis G.X. Pileggi

Agreement Allows Payment of Attorneys' Fees

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Posted on July 8, 2006 by Francis G.X. Pileggi

Sovereign Immunity: No; Contribution and Indemnity: Maybe

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Posted on July 1, 2006 by Francis G.X. Pileggi

Bylaw Dispute Not Ripe

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Posted on June 29, 2006 by Francis G.X. Pileggi

Importance of Independent Special Committee in Freezeout Merger

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Posted on June 24, 2006 by Francis G.X. Pileggi

Member of LLC Removed Due To Breach Of Agreement

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Posted on June 24, 2006 by Francis G.X. Pileggi

AIG Case Proceeds

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Posted on June 21, 2006 by Francis G.X. Pileggi

Who Pays for Costs of Receivership and Court-Ordered Accounting in Closely-held Company?

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Posted on June 20, 2006 by Francis G.X. Pileggi

Squeeze-Out Used Unfair Process and Unfair Price

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Posted on June 16, 2006 by Francis G.X. Pileggi

Bylaws and Director Power

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Posted on June 15, 2006 by Francis G.X. Pileggi

Arbitration Clause Enforced

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Posted on June 11, 2006 by Francis G.X. Pileggi

Court Did Not Approve Class Action Settlement Due To Release Language Being Too Broad

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Posted on June 8, 2006 by Francis G.X. Pileggi

General Partner Removed Due to Breach of Duty

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Posted on June 8, 2006 by Francis G.X. Pileggi

Attorneys' Fees for Disclosure of Fraud

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Posted on June 7, 2006 by Francis G.X. Pileggi

One Tier of Confidentiality Sufficient: No Need for Second Tier/ "Highly Confidential" Designation

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Posted on June 7, 2006 by Francis G.X. Pileggi

Disclosure of Confidential Mediation Data Violated Chancery Court Rule 174

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Posted on June 7, 2006 by Francis G.X. Pileggi

Retroactive Ordinance Banning Docks At Beach House Upheld

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Posted on June 7, 2006 by Francis G.X. Pileggi

Chancery Applies Utah Law to Franchise Dispute

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Posted on June 1, 2006 by Francis G.X. Pileggi

Self-Dealing Inquiry: Proper Purpose Under Section 220

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Posted on May 24, 2006 by Francis G.X. Pileggi

Attorneys' Fees Denied in Section 220 Case; Admonition Against Merits-based Defense in 220 Case

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Posted on May 24, 2006 by Francis G.X. Pileggi

Plain English Preferred

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Posted on May 23, 2006 by Francis G.X. Pileggi

Buffet of Delaware Corporate Issues Addressed

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Posted on May 20, 2006 by Francis G.X. Pileggi

Squeeze-Out Merger Leads To Liability Because Price Not Entirely Fair

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Posted on May 20, 2006 by Francis G.X. Pileggi

Sealed Documents in 220 Case Unsealed in Derivative Case and Standards to Make Confidential Documents Public are Explained

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Posted on May 18, 2006 by Francis G.X. Pileggi

Purchase Price Adjustment Subject To Arbitration

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Posted on May 16, 2006 by Francis G.X. Pileggi

Certification of Defendant Class Granted

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Posted on May 16, 2006 by Francis G.X. Pileggi

Access To Business Strategy Documents Denied

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Posted on May 16, 2006 by Francis G.X. Pileggi

Withdrawal of Counsel Allowed

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Posted on May 16, 2006 by Francis G.X. Pileggi

Court Analyzes Request For Statutory Attorneys' Fees

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Posted on May 12, 2006 by Francis G.X. Pileggi

Covenant Not To Compete Enforceable But Not Breached

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Posted on May 9, 2006 by Francis G.X. Pileggi

Duty of Loyalty; Duty of Candor/Disclosure; and Attorneys' Fees in Dutch Auction

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Posted on May 8, 2006 by Francis G.X. Pileggi

Failure to Finalize Operating Agreement Could Lead to General Partnership

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Posted on May 4, 2006 by Francis G.X. Pileggi

Merger Saved Corp From Bankruptcy But Board Still Breached Duties to Minority Shareholders

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Posted on May 4, 2006 by Francis G.X. Pileggi

Defunct LLC Cannot Be Revived Absent Majority Consent

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Posted on May 2, 2006 by Francis G.X. Pileggi

Should Disclaimers for Fraud be Upheld?

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Posted on May 1, 2006 by Francis G.X. Pileggi

Derivative Claim Belongs to Bankruptcy Estate of Corporate Debtor

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Posted on May 1, 2006 by Francis G.X. Pileggi

Indemnification Claims Partially Succeed

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Posted on April 30, 2006 by Francis G.X. Pileggi

Discovery Oversight Exposed Counsel to Deposition

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Posted on April 23, 2006 by Francis G.X. Pileggi

Corporate Buffet of Legal Issues: Excessive Compensation; Indemnification; Fees for Demand Under Section 220; Receiver for Solvent Corporation and Ultra Vires in Closely Held Corp.

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Posted on April 20, 2006 by Francis G.X. Pileggi

Attorneys' Fees

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Posted on April 19, 2006 by Francis G.X. Pileggi

Exception to Attorney/Client Privilege Requires Production of Documents

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Posted on April 19, 2006 by Francis G.X. Pileggi

Dismissal Based on Failure to Make Presuit Demand

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Posted on April 7, 2006 by Francis G.X. Pileggi

Executive Perks Challenged

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Posted on April 7, 2006 by Francis G.X. Pileggi

Caremark Claims Rejected; Loyalty Claims Survive

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Posted on March 23, 2006 by Francis G.X. Pileggi

Settlement of Derivative Case

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Posted on March 19, 2006 by Francis G.X. Pileggi

Specific Performance of Oral Agreement

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Posted on March 16, 2006 by Francis G.X. Pileggi

Of Amendments; Fraudulent Conveyance and Dissolution

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Posted on March 16, 2006 by Francis G.X. Pileggi

Construction Funds Held in Trust per Statute

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Posted on March 11, 2006 by Francis G.X. Pileggi

Judicial Recusal Standards Addressed

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Posted on March 9, 2006 by Francis G.X. Pileggi

Injunction on Covenant Not To Compete Not Modified

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Posted on March 9, 2006 by Francis G.X. Pileggi

Caremark Claim Dismissed per Rule 23.1 Due to Mere "Bald Assertions"

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Posted on March 3, 2006 by Francis G.X. Pileggi

Expedited Proceedings Denied

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Posted on February 28, 2006 by Francis G.X. Pileggi

Enforceability of Contract that Allows Lying

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Posted on February 28, 2006 by Francis G.X. Pileggi

Concurrent Shareholder Litigation in 2 States; Delaware Case Allowed to Proceed Despite Settlement of Other Case

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Posted on February 26, 2006 by Francis G.X. Pileggi

Stock Option Waived Due to Missed Deadline

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Posted on February 26, 2006 by Francis G.X. Pileggi

Special Committees and Fairness Opinions

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Posted on February 24, 2006 by Francis G.X. Pileggi

Advancement and "Fees on Fees" Both Awarded

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Posted on February 22, 2006 by Francis G.X. Pileggi

Motion to Disqualify Denied

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Posted on February 21, 2006 by Francis G.X. Pileggi

Contract Interpretation

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Posted on February 15, 2006 by Francis G.X. Pileggi

Penalty Under Rule 37 for Discovery Abuse

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Posted on February 13, 2006 by Francis G.X. Pileggi

Pre-Suit Demand Under Rule 23.1

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Posted on February 6, 2006 by Francis G.X. Pileggi

Advancement Right Upheld with Fees on Fees and Interest

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Posted on February 6, 2006 by Francis G.X. Pileggi

Recent Unisuper Decision Analyzed

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Posted on February 1, 2006 by Francis G.X. Pileggi

Rule 23.1 and Contested Independence of Directors

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Posted on January 31, 2006 by Francis G.X. Pileggi

Bonus Payment Awarded to Plaintiff in addition to Attorneys' Fees

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Posted on January 31, 2006 by Francis G.X. Pileggi

Advancement v. Indemnification and Integration Clauses

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Posted on January 31, 2006 by Francis G.X. Pileggi

Dilution; Preemption and Arbitrability Addressed

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Posted on January 28, 2006 by Francis G.X. Pileggi

Arbitrability Issues Addressed Again

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Posted on January 28, 2006 by Francis G.X. Pileggi

Appraisal Decision Adjusted After Reconsideration

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Posted on January 18, 2006 by Francis G.X. Pileggi

Court Determines Arbitrability Despite AAA Rules

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Posted on January 14, 2006 by Francis G.X. Pileggi

Interpretation of Stock Purchase Agreement

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Posted on January 13, 2006 by Francis G.X. Pileggi

Duty of Majority Shareholder in Context of Merger

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Posted on January 13, 2006 by Francis G.X. Pileggi

Enforcement of Lease Restriction v. Competing Business in Same Shopping Center

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Posted on January 6, 2006 by Francis G.X. Pileggi

Tortious Interference in Connection with a Merger

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Posted on January 2, 2006 by Francis G.X. Pileggi

Indemnification and Advancement Decision Clarified.

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Posted on January 2, 2006 by Francis G.X. Pileggi

Books and Records Inspection Granted Under 220 Despite Zapata SLC

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Posted on January 2, 2006 by Francis G.X. Pileggi

Shareholder v. Director Powers

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Posted on January 2, 2006 by Francis G.X. Pileggi

Claims of Improper Issuance of Shares with Preemption Rights and Interested Transaction Denied

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Posted on January 2, 2006 by Francis G.X. Pileggi

Court Approves Discounted Counsel Fees

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Posted on December 29, 2005 by Francis G.X. Pileggi

Interpretation of Liquidation Preference in Charter

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Posted on December 27, 2005 by Francis G.X. Pileggi

Fiduciary Duty Owed by Underwriter to Issuer

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Posted on December 19, 2005 by Francis G.X. Pileggi

Motion to Disqualify Denied

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Posted on December 19, 2005 by Francis G.X. Pileggi

Motion to Expedite Denied

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Posted on December 16, 2005 by Francis G.X. Pileggi

Contract Interpretation

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Posted on December 15, 2005 by Francis G.X. Pileggi

Issue Not Ripe

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Posted on December 10, 2005 by Francis G.X. Pileggi

First Filed Rule Not Applied

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Posted on December 10, 2005 by Francis G.X. Pileggi

Reargument Denied

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Posted on December 9, 2005 by Francis G.X. Pileggi

Rare Dismissal Based on Forum Non Conveniens

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Posted on December 8, 2005 by Francis G.X. Pileggi

Preliminary Injunction on Florida Contract

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Posted on December 5, 2005 by Francis G.X. Pileggi

Is Dilution Claim Direct or Derivative?

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Posted on December 5, 2005 by Francis G.X. Pileggi

Court Denies Books and Records Request

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Posted on December 5, 2005 by Francis G.X. Pileggi

Unsigned Voting Agreement Cannot Be Enforced

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Posted on December 5, 2005 by Francis G.X. Pileggi

Entire Fairness Applies to Majority Shareholder Deal

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Posted on November 30, 2005 by Francis G.X. Pileggi

Attorneys Fees and Bad Faith

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Posted on November 29, 2005 by Francis G.X. Pileggi

Motion for Reargument of Preliminary Injunction Denied

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Posted on November 29, 2005 by Francis G.X. Pileggi

Appraisal Decision

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Posted on November 29, 2005 by Francis G.X. Pileggi

Value of a Put Option

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Posted on November 25, 2005 by Francis G.X. Pileggi

Another Case Finding No Conflict with Federal Law

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Posted on November 25, 2005 by Francis G.X. Pileggi

Procedural and Substantive Arbitrability

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Posted on November 15, 2005 by Francis G.X. Pileggi

Derivative Claims Required to be Arbitrated

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Posted on November 14, 2005 by Francis G.X. Pileggi

Dilution Claim is Derivative

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Posted on November 12, 2005 by Francis G.X. Pileggi

Companion Case Stayed

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Posted on November 8, 2005 by Francis G.X. Pileggi

Arbitration Clauses and Court Review

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Posted on November 8, 2005 by Francis G.X. Pileggi

Motion to Stay in Favor of First Filed Case

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Posted on November 2, 2005 by Francis G.X. Pileggi

Contract Interpretation

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Posted on November 1, 2005 by Francis G.X. Pileggi

BJR Bars Breach of Fiduciary Duty Claims

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Posted on October 30, 2005 by Francis G.X. Pileggi

Reargument Motion Denied

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Posted on October 28, 2005 by Francis G.X. Pileggi

California Court Applies Delaware Law

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Posted on October 25, 2005 by Francis G.X. Pileggi

Dismissal Due To Business Judgment Rule

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Posted on October 20, 2005 by Francis G.X. Pileggi

Interlocutory Appeals and TRO Standard

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Posted on October 20, 2005 by Francis G.X. Pileggi

Mediation Testimony Barred

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Posted on October 19, 2005 by Francis G.X. Pileggi

Court Requires Disclosure Despite Seal Per Rule 5(g)

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Posted on October 16, 2005 by Francis G.X. Pileggi

Stay of Discovery Denied Despite Motion to Dismiss

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Posted on October 11, 2005 by Francis G.X. Pileggi

Recent Chancery Decisions

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Posted on October 5, 2005 by Francis G.X. Pileggi

History of Chancery Court

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Posted on October 1, 2005 by Francis G.X. Pileggi

Another Source for Updates on Delaware Corporate Cases

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Posted on September 27, 2005 by Francis G.X. Pileggi

Recent Decisions on Section 220; Attorneys Fees and Amendments

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Posted on September 13, 2005 by Francis G.X. Pileggi

Appraisal Action Opinion

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Posted on September 13, 2005 by Francis G.X. Pileggi

No Breach Of Tobacco Settlement

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Posted on September 8, 2005 by Francis G.X. Pileggi

Protective Order for Deposition

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Posted on September 5, 2005 by Francis G.X. Pileggi

Statutory Dissolution of Delaware LLC

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Posted on September 5, 2005 by Francis G.X. Pileggi

4 Recent Chancery Court Cases

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Posted on September 4, 2005 by Francis G.X. Pileggi

Review of Land Use Decision

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Posted on August 31, 2005 by Francis G.X. Pileggi

Two Recent Cases

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Posted on August 30, 2005 by Francis G.X. Pileggi

Recent Chancery Cases

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Posted on August 25, 2005 by Francis G.X. Pileggi

Revlon Duties Discussed

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Posted on August 25, 2005 by Francis G.X. Pileggi

Return after Hiatus

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Posted on August 9, 2005 by Francis G.X. Pileggi

Disney Opinion is Out

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Posted on August 9, 2005 by Francis G.X. Pileggi

Disney Opinion May Come Out Today

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Posted on July 29, 2005 by Francis G.X. Pileggi

Update on Expected Disney Opinion by Chandler

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Posted on July 28, 2005 by Francis G.X. Pileggi

Cox Case Update

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Posted on July 28, 2005 by Francis G.X. Pileggi

Recent Chancery Court Section 220 case

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Posted on July 25, 2005 by Francis G.X. Pileggi

Entire Fairness and Not BJR, Applies to Reverse Split

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Posted on July 21, 2005 by Francis G.X. Pileggi

Preliminary Injunction Denied for Trade Secret Claim

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Posted on July 21, 2005 by Francis G.X. Pileggi

Analysis of Recent Cox Decision

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Posted on July 18, 2005 by Francis G.X. Pileggi

Expedited Proceedings Denied in SunGard

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Posted on July 17, 2005 by Francis G.X. Pileggi

Three Recent Chancery Decisions

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Posted on July 14, 2005 by Francis G.X. Pileggi

Several Recent Chancery Decisions

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Posted on July 12, 2005 by Francis G.X. Pileggi

Review of Arbitration is a High Hurdle

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Posted on July 10, 2005 by Francis G.X. Pileggi

Preview of Disney/Ovitz Decision

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Posted on July 9, 2005 by Francis G.X. Pileggi

One Disney Case Settles

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Posted on July 7, 2005 by Francis G.X. Pileggi

Request for Advancement of Fees Denied

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Posted on July 5, 2005 by Francis G.X. Pileggi

Recent Chancery Decisions

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Posted on June 24, 2005 by Francis G.X. Pileggi

Major Decision on Attorneys' Fees

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Posted on June 21, 2005 by Francis G.X. Pileggi

Request for Expedited Proceedings Denied

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Posted on June 18, 2005 by Francis G.X. Pileggi

Limits on Right of Shareholder to Books and Records, Including Confidentiality

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Posted on June 15, 2005 by Francis G.X. Pileggi

Two Recent Chancery Court Cases

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Posted on June 8, 2005 by Francis G.X. Pileggi

Court Filings Under Seal

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Posted on June 7, 2005 by Francis G.X. Pileggi

More on the Recent Disney Decision

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Posted on June 7, 2005 by Francis G.X. Pileggi

New Claims Against Disney Co. Proceed to Trial

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Posted on May 31, 2005 by Francis G.X. Pileggi

Forum Non Conveniens and Section 225

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Posted on May 28, 2005 by Francis G.X. Pileggi

Issues addressed in fallout from 2 mergers

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Posted on May 26, 2005 by Francis G.X. Pileggi

Entrenchment Issue Allowed to Proceed to Trial

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Posted on May 24, 2005 by Francis G.X. Pileggi

Counting Votes at a Shareholders' Meeting

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Posted on May 23, 2005 by Francis G.X. Pileggi

Recent Chancery Court Decisions

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Posted on May 23, 2005 by Francis G.X. Pileggi

A Case Study in How Not to Cancel a Merger

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Posted on May 22, 2005 by Francis G.X. Pileggi

Recent Decisions Instruct on Contract Drafting and Interpretation

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Posted on May 19, 2005 by Francis G.X. Pileggi

Preferred Stock Not Entitled to Dividends

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Posted on May 17, 2005 by Francis G.X. Pileggi

No deadline to file Certificate of Dissolution after Plan of Dissolution

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Posted on May 12, 2005 by Francis G.X. Pileggi

Chancery Court Rules on Derivative Versus Direct Claims and Proxy Damages

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Posted on May 8, 2005 by Francis G.X. Pileggi

Lone Star Steakhouse Plan Approved by Chancery Court

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Posted on May 4, 2005 by Francis G.X. Pileggi

Prospective Client List is a Trade Secret per Statute

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Posted on May 4, 2005 by Francis G.X. Pileggi

Arbitrator Determines Scope of Arbitrability

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Posted on May 2, 2005 by Francis G.X. Pileggi

Court Review of Arbitration Difficult Test to Satisfy

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Posted on April 28, 2005 by Francis G.X. Pileggi

Effect of Bankruptcy on Statutes of Limitations for Appraisal

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Posted on April 22, 2005 by Francis G.X. Pileggi

Reasonableness of Indemnification Amount

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Posted on April 18, 2005 by Francis G.X. Pileggi

Discovery Stayed Pending Motion to Dismiss

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Posted on April 18, 2005 by Francis G.X. Pileggi

Quasi-Appraisal Remedy Fashioned for Short-Form Merger

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Posted on April 18, 2005 by Francis G.X. Pileggi

Stock Restrictions Upheld

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Posted on March 7, 2005 by Francis G.X. Pileggi

Staying Discovery

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Posted on February 27, 2005 by Francis G.X. Pileggi

Civil Conspiracy as Basis of Jurisdiction Is Alive and Well

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Posted on February 22, 2005 by Francis G.X. Pileggi

Recent Delaware Chancery Court Decision Clarifies Shareholders' Rights to Books and Records

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Posted on February 22, 2005 by Francis G.X. Pileggi

Chancery Court Reviews Board's Duties in Light of Lock-up Provision

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Posted on February 3, 2005 by Francis G.X. Pileggi

Dissolution of an LLC

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