Key Delaware decisions on advancement under DGCL Section 145 for directors and officers were highlighted in a just-published book chapter in an ABA publication that I co-authored with 5 of my colleagues in the Delaware office of Lewis Brisbois. This is the 8th year that I have highlighted key advancement cases for a book chapter
Francis Pileggi
Chancery Compares California and Delaware Law on Advancement
A recent gem of a short letter ruling from the Delaware Court of Chancery in Goldman v. LBG Real Estate Company LLC, C.A. No. 2023-0426-KSJM (Del. Ch., Feb. 26, 2024), provides important insights, with citations to authority, on three noteworthy topics of widespread relevance to corporate litigators:
- California courts find “Delaware law on advancement
Chancery Decision Provides Procedural Guidance on Best Practice for Drafting Answers to Complaint
A recent Delaware Court of Chancery transcript ruling provides guidance on best practices for how to craft answers to a complaint, in the matter styled: 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., C.A. No. 2023-0128-JTL, Transcript (Del. Ch. Feb. 9, 2023). (N.B. In Delaware, transcript rulings can be cited in briefs.)
The…
Chancery Addresses Tension Between Stockholder Agreement and DGCL Section 141(a) Regarding Statutory Provision that Directors Manage the Corporation
In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the tension between DGCL Section 141(a), which provides that directors manage the business and affairs of the corporation unless otherwise provided…
Chancery Court says no injunction for charter change that left investors with less rights but damages are possible
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery recently refused to dismiss shareholder charges that TripAdvisor Inc.’s CEO/controller and directors robbed them of litigation rights by moving the firm’s charter to Nevada in a self-interested transaction that triggered…
Chancery Recites Fundamental Principles of Delaware Corporate Law
In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis & …
Litigation Misconduct Warrants Fee Shifting
For my latest ethics column, now in its 25th year, for the national publication of the American Inns of Court called The Bencher, in the January/February 2024 edition, I highlight a decision of the Delaware Court of Chancery that addressed litigation misconduct in a summary proceeding under Section 220 of the Delaware General Corporation…
Delaware high court finds no reason to give non-voting stock class a vote on officer exculpation
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Supreme Court, in a recent guidepost opinion, ruled that officer exculpation amendments to Fox Corp. and Snap Inc.’s charters did not require a separate class vote from those companies’ non-voting common stock classes…
Chancery Strikes Portions of Complaint Derived From Privileged or Confidential Board-Level Communications
Andrew Ralli of the Delaware office of Lewis Brisbois prepared this post.
The Court of Chancery recently granted a motion to strike portions of a complaint derived from privileged or confidential board-level communications in Icahn Partners LP, et al. v. Francis deSouza, et al., C.A. No. 2023-1045-PAF (Del. Ch. Jan. 16, 2024).
Background
Illumina…
Chancery Imposes Fees for Contempt
This post was prepared by Aimee Czachorowski of the Delaware office of Lewis Brisbois.
The Court of Chancery’s recent Memorandum Opinion in DiDonato v. Campus Eye Management, LLC, C.A. No. 2023-0671-LWW (Del. Ch. Jan. 31, 2024), covers a great deal of ground in addressing a wide variety of defenses raised in connection with a…