Francis Pileggi

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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

Supreme Court Clarifies Attorney Charging Liens

Readers of these pages who make their living by practicing law in private law firms will be interested in the recent Delaware Supreme Court opinion captioned Katten Muchin Rosenman LLP v. Sutherland, No. 151, 2015 (Del. Jan. 6, 2017). Others–not so much. Why would private lawyers care about this decision? Because, generally speaking, it will make it easier to collect … Continue Reading

Chancery Rejects Fee-Shifting for Forum Selection Clause

The recent Chancery decision invalidating a fee-shifting bylaw in connection with a forum selection provision was the subject of an article authored by my colleagues Gary Lipkin, Justin Forcier and Alexandra Rogin, which appeared this week in the Delaware Business Court Insider. The article appears below. In Solak v. Sarowitz [C.A. No. 12299-CB (Del. Ch. Dec. … Continue Reading

Chancery Grants Stay and Refers Indemnification Claims to Arbitrator to Determine Arbitrator’s Jurisdiction

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Dec. 2, 2016), the Chancery Court stayed indemnification claims to determine whether they were arbitrable. Background: This matter involves the perenial issue of arbitrability.  Plaintiffs sued three Quiznos sandwich shop entities for indemnification and advancement pursuant to … Continue Reading

Chancery Dismisses Action for Lack of Personal Jurisdiction over LLC and LLC Owners

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In IMO Dissolution of Arctic Ease, C.A. No. 8932-VCMR (Dec. 9, 2016), the Chancery Court rejected personal jurisdiction under Delaware’s Limited Liability Company Act and the conspiracy theory of jurisdiction.  The Court provides helpful guidance on when someone can be considered an LLC manager for purposes of … Continue Reading

Court Rejects Derivative Claims Failing Pleading Standards of Rule 23.1

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. This Court of Chancery decision provides useful guidance on the prerequisites for filing derivative claims and satisfying Rule 23.1. Kops v. Hassell, et al., C.A. No. 11982-VCG (Del. Ch. Nov. 30, 2016). Background: Kops brought a derivative suit on behalf … Continue Reading

Chancery Orders Arbitration Pursuant to Email Agreement

Gomes v. Karnell, C.A. No. 11814-VCMR (Nov. 30, 2016) Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. A recent Chancery Court opinion enforced an agreement to arbitrate based on an email exchange. Background: This matter involves a dispute between three members of an LLC over the validity of an arbitration agreement.  The parties … Continue Reading

Chancery Bars Fraud Claim Based on Anti-Reliance Clauses

Key Legal Issue Addressed: Whether a purported disclaimer of extra-contractual representations protected a business seller from fraud claims? Answer: Yes, based on the circumstances found in the case of  IAC Search, LLC v. Conversant LLC, C.A. No. 11774-CB (Del. Ch. Nov. 30, 2016). This Delaware Court of Chancery opinion should be in the toolbox of every commercial … Continue Reading

Claims Barred Pursuant to Settlement Agreement and Res Judicata.

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. Background:  In 2005, iHeartCommunications (“iHC), as the parent company of Clear Channel Outdoor Holdings, Inc. (“CCOH”), initiated an initial public offering of CCOH’s common stock.  Prior to the IPO, however, iHC and CCOH entered into several intercompany agreements (the “Agreements”) … Continue Reading

Chancery Upholds Ambiguous Non-Compete Provision in Sales Contract

Alexandra D. Rogin, an Eckert Seamans’ associate, prepared this overview. A recent Delaware Court of Chancery post-trial opinion held that while an ambiguous non-compete agreement was enforceable, the defendants had not violated its terms.  Therefore, the Court determined that its earlier injunction was improvidently granted. Brace Indus. Contracting, Inc. v. Peterson Enters., et al., C.A. … Continue Reading

Supreme Court Underscores Delaware Policy on Advancement for Directors and Managers

The Delaware Supreme Court explains in this short opinion the public policy supporting the expedited nature of advancement proceedings for officers and directors of corporations, and managers of LLCs. Trascent Mgmt. Consulting, LLC v. Bouri, No. 126, 2016, 2016 WL 6947014 (Del. Nov. 28, 2016). Although the principles discussed in this opinion are not new, the result … Continue Reading

In-House Counsel as CEO’s Partner

Ben W. Heineman Jr., the former General Counsel for General Electric Co. and now a Senior Fellow at Harvard Law School, presented the 32nd Annual F.G. Pileggi Distinguished Lecture in Law earlier this week, and as Frank Reynolds of Thomson Reuters writes, he talked about a book he recently published in which he argues that the role of a corporation’s … Continue Reading

Delaware Supreme Court Addresses Recoupment and Setoff

The Delaware Supreme Court addressed the related but distinct defenses of recoupment and setoff, and the statutes of limitations that applied to them, in the context of an appeal from a Court of Chancery decision which decided claims and counterclaims based on overlapping agreements related to multiple entities. In Finger Lakes Capital Partners, LLC v. Honeyoye … Continue Reading

Court Limits Director’s Access to Corporate Records

A corporate director’s access to corporate records was restricted by the Delaware Court of Chancery in a recent corporate litigation decision that I discussed in my latest regular column that appears in the current edition of the publication of the National Association of Corporate Directors, called Directorship. The Court’s decision in Bizzari v. Suburban Waste Services, Inc., … Continue Reading

Annual Distinguished Lecture in Law

The Delaware Journal of Corporate Law of Widener University Delaware Law School presents the 32nd Annual Francis G. Pileggi Distinguished Lecture in Law Can General Counsels be Independent: Resolving the Partner-Guardian Tension Ben W. Heineman, Jr. Senior Fellow at Harvard Law School’s Program on the Legal Profession and its Program on Corporate Governance; Senior Fellow … Continue Reading

Chancery Provides Practice Tip

In a recent letter ruling, the Delaware Court of Chancery provided a practice tip for those engaged in litigation before the court who seek an extension of the word-limit for briefs: Don’t present the court with a “Morton’s Fork.” That is, don’t make the court choose between two equally unappealing alternatives by waiting until the … Continue Reading

Court Imposes Costs and Fees, Sua Sponte, in Connection with Motion to Compel

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. A recent Chancery decision provides practical tips for litigators regarding the use of general objections in response to interrogatories and document requests. In addition to striking numerous objections, the seller of a company (“Seller”) was recently awarded, sua sponte, costs … Continue Reading

Court Describes Board Duty of Oversight

The Delaware Court of Chancery recently provided an exemplary explanation of Delaware law on the requirements that must be met before directors can be found liable for breaching their duty of oversight. Reiter v. Fairbank, C.A. No. 11693-CB (Del. Ch. Oct. 18, 2016). Key Background Facts: This case involved a claim that the board of directors … Continue Reading