Francis Pileggi

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Court Rejects Post-Closing Adjustment Claim

The Court of Chancery recently explained in a post-trial opinion why a post-closing adjustment claim seeking a milestone payment was rejected in light of a careful examination of the meaning of an ambiguous term in the milestone trigger provision. This opinion is helpful for those who want insights into how a Delaware court applies contract interpretation principles … Continue Reading

Chancery Enforces Key Litigation Rules

Why noteworthy: All those who litigate in the Delaware Court of Chancery need to read an important opinion issued yesterday that enforces key litigation rules by way of granting a motion to compel discovery replies. The court, in the case styled In Re Oxbow Carbon LLC Unitholder Litigation, Consol. C.A. No 12447-VCL (Del. Ch. March … Continue Reading

Chancery Orders Predictive Coding to Assist E-Discovery Process

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. The Chancery Daily recently reported on the Court’s order in OSI Restaurant Partners, LLC v. United Ohana, LLC, C.A. No. 12353-CB (Del. Ch. Jan. 27, 2017) (Order), requiring the parties to use predictive coding to assist the plaintiff in expeditiously producing responsive documents. As is … Continue Reading

Chancery Upholds Merger Transaction Approved by Majority Shareholder Vote

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In the Delaware Court of Chancery decision captioned, In re Merge Healthcare Inc. S’holders Litig., C.A. No. 11388-VCG (Del. Ch. Jan. 30, 2017), Vice Chancellor Glasscock applied the business judgment rule and dismissed an action for failure to state fiduciary-related claims.  This opinion is important … Continue Reading

Chancery Appoints Section 226(a) Custodian

A recent Delaware Court of Chancery opinion needs to be read by anyone who wants to fully understand the requirements for the appointment of a custodian of a company deadlocked due to stockholder and director dysfunction. Kleinberg v. Aharon, C.A. No. 12719-VCL (Del. Ch. Feb. 13, 2017). Background:  This carefully reasoned opinion describes in extensive … Continue Reading

Supreme Court Affirms Chancery Penalties for Litigation Misconduct

The Supreme Court’s recent affirmance of penalties imposed by the Delaware Court of Chancery for litigation misconduct is a useful tool for litigators of all stripes to brandish as an incentive for both their clients and opposing parties to comply with the rules of the road in connection with obligations to preserve evidence during discovery–and to … Continue Reading

Court Appoints Lead Counsel in Appraisal Case

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. This case provides guidance to any attorney who would seek an appointment as lead counsel. In re Appraisal of Rouse Props., 12609-VCS (Del. Ch. Dec. 8, 2016) Background:  On July 6, 2016, Rouse Properties, Inc. (“Rouse”) merged with an affiliate of … Continue Reading

Military Generals and Boards of Directors

The National Association of Corporate Directors is hosting a seminar later this week for retired, or nearly retired, generals in the U.S. armed services who aspire to be on a board of directors. The goal of the two-day seminar is to provide the basic information that one should know in order to be better prepared to become a director. I’m honored to be … Continue Reading

Chancery Addresses Indemnification for Affirmative Claims of Directors

The Delaware Court of Chancery recently addressed an issue of importance to directors of companies as well as those interested in corporate litigation. In the case of Dore v. Sweports, Ltd., C.A. No. 10513-VCL (Del. Ch. Jan. 31, 2017), the court addressed situations where a director conceivably could be indemnified for fees incurred in pursuing an … Continue Reading

Can Delaware Be Dethroned?

A symposium at UCLA Law School on Feb. 17 and 18 will bring together corporate law professors and corporate litigation practitioners from around the country to address the perennial issue regarding whether Delaware can maintain its dominance in the corporate law world. Professor Stephen Bainbridge has organized a formidable assemblage of panels, the members of which will … Continue Reading

Court Addresses Whether Unclean Hands Bars Advancement

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. The Court of Chancery recently addressed whether unclean hands may be a recognized defense to advancement actions.  Hankinson v. Pike Holdings Inc., C.A. No. 12730-CB (Del. Ch. Nov. 15, 2016) (telephonic transcript ruling). Background:  Plaintiff was a director and CEO of … Continue Reading

Chancery Issues Additional Advancement and Indemnification Rulings in Quiznos Restructuring

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. The Court of Chancery issued two opinions relating to a web of advancement and indemnification claims brought on behalf of multiple, separate plaintiffs: (1) Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Del. Ch. Jan. 9, 2017); and (2) Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL … Continue Reading

Delaware Supreme Court Finds that Implied Covenant of Good Faith and Fair Dealing Requires Reversal

This Delaware Supreme Court decision must be read by anyone who hopes to understand the nuances of the rarely successful claim for breach of the implied covenant of good faith and fair dealing, especially in the context of a limited partnership agreement which waives all fiduciary duties. In Dieckman v. Regency GP LP, No. 208, 2016 (Del. … Continue Reading

Supreme Court Hears Argument on Impact of Decisions in Other Fora

The Delaware Supreme Court recently heard the appeal in a case involving the Lululemon company which addressed the impact of a decision in another forum on the ability of stockholder in a Delaware derivative suit to make the same or similar claims. Laborers’ District Council Construction Industry Pension Fund et al. v. Bensoussan et al., … Continue Reading

Chancery Denies Quasi-Appraisal Remedy and Discusses Notice Requirements for Short-Form Merger Transaction

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In the Court of Chancery’s opinion styled, In re United Capital Corp. Stockholders Litigation, C.A. No. 11619-VCMR (Del. Ch. Jan. 4, 2017), the plaintiff sought a quasi-appraisal remedy for purported breaches of disclosure in connection with a short-form merger transaction.  In granting the defendants’ motion … Continue Reading

Court Grants Dismissal Based on First-Filed Rule

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. With the ever-increasing globalization of business, readers will appreciate this Court of Chancery opinion discussing dismissal based on the first-filed rule.  Gramercy Emerging Markets Fund, et al. v. Allied Irish Banks, P.L.C. et al., C.A. No. 10321-VCG (Del. Ch. December … Continue Reading

Chancery Provides in Depth Analysis of Fair Value Determination in Appraisal Proceeding

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. The thorough 75-page post-trial decision in Merion Capital L.P. v. Lender Processing Servs., Inc., C.A. No. 9320-VCL (Dec. 16, 2016), is a must read for those involved in appraisal proceedings.  In the memorandum opinion, Vice Chancellor Laster provides a comprehensive analysis of the fair value … Continue Reading