Francis Pileggi

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Chancery Reviews Pre-Suit Demand Requirements

A recent Delaware Court of Chancery opinion provides practical instruction for corporate litigators regarding the difference between a direct v. derivative claim as well as an analysis of the requirements under Rule 23.1, and an application of the two-prong test in Aronson v. Lewis to satisfy the prerequisite of pre-suit demand futility.  Chester County Employees’ Retirement Fund v. New Residential Investment Corp., C.A. … Continue Reading

Chancery Dismisses Claims Challenging Merger; Applies BJR

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this post. The Delaware Court of Chancery recently held that because a majority of the fully informed, uncoerced, disinterested stockholders voted to approve a merger, the directors were entitled to deferential review under the business judgment rule (“BJR”).  In re OM Group, … 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

Court Grants Motion to Dismiss Previously Released Claims

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this post. In Geier v. Mozido, LLC, C.A. No. 10931-VCS (Del. Ch., Sept. 29, 2016), the Court of Chancery granted Mozido, LLC (“LLC”) and Mozido, Inc.’s (“Inc.”) motion to dismiss claims by plaintiff Philip Geier (“Geier”) because Geier released his claims against … Continue Reading

Chancery Awards Injunctions and Damages for Breach of Non-Compete and Non-Solicitation Agreements

Alexandra D. Rogin, an associate at Eckert Seamans, prepared this overview. The Delaware Court of Chancery recently granted injunctive and monetary relief based on the parties’ contractual agreements and obligations. This case involves two Delaware entities that own school meal management software: inTEAM Associates, LLC (“inTEAM”), and Heartland Payment Systems, Inc. (“Heartland”). The action stems … Continue Reading

Pre-Close v. Post-Close Disclosure Claims

A recent Chancery opinion addressed several key legal principles with broad application to corporate and commercial litigation in Delaware. In Nguyen v. Barrett, C.A. No. 11511-VCG (Del. Ch. Sept. 28, 2016), the court addressed several notable topics in connection with claims challenging a merger agreement. For example, the court explained what was needed to successfully … Continue Reading

Does BJR Apply to Corporate Officers?

A recent opinion noted an issue that deserves further analysis; namely: are corporate officers protected by the business judgment rule (BJR)? In Palmer v. Reali, Civ. No. 15-994-SLR (D.Del. Sept. 29, 2016), the U.S. District Court for the District of Delaware observed in the context of denying a Rule 12(b)(6) motion that no cases were cited … Continue Reading

Scholarship on Limited Liability

Professor Stephen Bainbridge, a nationally-recognized corporate law scholar whose scholarship has been cited in the opinions of Delaware courts, has added another book to the list of his prolific publications. He has co-authored with Professor Todd Henderson, a book entitled “Limited Liability: A Legal and Economic Analysis“. It has been favorably reviewed in The Economist magazine, and the publisher’s … Continue Reading

Delaware Firearms Law Seminar

The Delaware Association of Second Amendment Lawyers will present its Third Annual Delaware Firearms Law Seminar on October 6, 2016 at 8:30 a.m. in Wilmington, Delaware, at the Doubletree Hotel. The foregoing hyperlink has more details, but in addition to nationally-recognized constitutional law scholars, two members of the Delaware judiciary will be making a presentation … Continue Reading

Extra-Contractual Claims Barred

This Court of Chancery decision provides a useful example of those circumstances in which the express terms of a contract serve as a barrier for claims of fraud, misrepresentation and related claims that are dependent on statements or other facts outside the four corners of an agreement. Flores, et al. v. Strauss Water Ltd., C.A. … Continue Reading

What Data Given to Experts is Discoverable

This post was prepared by Justin Forcier, an associate in the Delaware office of Eckert Seamans. The focus of this blog is key Delaware corporate and commercial litigation decisions. That includes the Complex Commercial Litigation Division of the Superior Court.  The rules and procedures in that court are not always the same as those in the … Continue Reading

Former CEO Entitled to Advancement and Fees on Fees under the Delaware LLC Act.

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. The Court of Chancery recently granted advancement of fees in Harrison v. Quivus Sys., Inc., C.A. No. 12084-VCMR (Del. Ch. Aug. 5, 2016) (TRANSCRIPT), based on the more flexible language of the Delaware LLC Act as compared with the more … Continue Reading

Court Rejects Section 220 Demand for Corporate Records

This Delaware Court of Chancery opinion is notable for denying, after trial, a demand for books and records of a publicly held company for purposes of valuation and to seek documents under Section 220 to investigate alleged mismanagement based on Caremark claims.  Beatrice Corwin Living Irrevocable Trust v. Pfizer, Inc., C.A. No. 10425-JL (Del. Ch. … Continue Reading

Delaware Primer on BJR Applicability and Stockholder Ratification

Why Notable: This Delaware Chancery decision is essential reading for those involved in corporate litigation who need to know under what circumstances uncoerced and informed stockholder approval will cleanse the vote of a conflicted board and entitle it to the defense of the business judgment rule (BJR) – – when no controlling stockholder is involved either … Continue Reading

Chancery Applies 3-Year Contract Statute of Limitations

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. The latest Delaware opinion in long-running litigation in this case granted partial summary judgment as a result of the claims for breach of contract being subject to the three-year statute of limitations for contracts. AM General Holdings LLC v. The Renco … Continue Reading

New Chair of ABA Business Law Section

Congratulations to Delaware attorney Bill Johnston on becoming the new chair of the American Bar Association’s Business Law Section. Bill is a partner at Young Conaway Stargatt & Taylor in Wilmington where he concentrates on corporate and other business counseling and litigation, with an emphasis on Delaware Chancery Court practice and Delaware Superior Court Complex Commercial … Continue Reading

Non-Signatory Still Bound by Contract

The Delaware Court of Chancery recently addressed important contract principles, including when a non-signatory will be bound by a contract, as well as burden of proof standards and requirements to establish damages, that have wide application for corporate and commercial litigation, in Medicalgorithmics S.A. v. AMI Monitoring, Inc., C.A. No. 10948-CB (Del. Ch. Aug. 18, 2016). … Continue Reading

The Transitive Property of Entity Litigation

In a recent ruling destined to be referred to often, the Delaware Court of Chancery provided the analysis used, in the context of a closely-held company, to determine an award of attorneys’ fees in representative corporate litigation. It is most notable for its discussion of the infrequently discussed concept of the “transitive property of entity … Continue Reading

Derivative Litigation Remains Corporate Asset

For my latest column in the current issue of Directorship, the publication of the National Association of Corporate Directors, I highlight a recent decision of the Delaware Court of Chancery that explains the truism that a derivative lawsuit is an asset of the corporation. In Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of … Continue Reading

Chancery Applies Discounted Cash Flow Analysis in Valuation Decision

Justin Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. The Delaware Court of Chancery recently applied a discounted cash flow (“DCF”) analysis to value a privately-held company following a merger between ISN Software Corp. (“ISN”) and ISN’s wholly-owned subsidiary, with ISN continuing as the surviving company.  In re ISN Software … Continue Reading