31st Annual F.G. Pileggi Distinguished Lecture in Law

The Delaware Journal of Corporate Law of Widener University Delaware Law School presents the 31st Annual Francis G. Pileggi Distinguished Lecture in Law Title of Lecture: “Shareholder Activism: the Triumph of Delaware’s Board-Centered Model and the New Role for the … Continue reading

Delaware Supreme Court Addresses Standard of Review for Board’s Consideration of Stockholder Demand

The Delaware Supreme Court’s opinion in Espinoza v. Dimon, et al., No. 425, 2015 (Del. Sept. 15, 2015), addressed a certified question of corporate law from the United States Court of Appeals for the Second Circuit. Although the Delaware Supreme Court … Continue reading

Chancery To Be Less Likely to Approve Fees in Disclosure Only Cases

In re Riverbed Technology, Inc., Stockholders Litigation, Cons. C.A. No. 10484-VCG (Del. Ch. Sept. 17, 2015). This Delaware Court of Chancery opinion is noteworthy because it provides notice to corporate litigators in Delaware that any future requests for court approval … Continue reading

Recent Developments at Intersection of D & O Coverage and Delaware Corporate Litigation

Courtesy of Frank Reynolds of Thomson Reuters, we have highlights of the American Conference Institute’s two-day D&O Liability Insurance conference, that addresses recent developments in corporate litigation, including Delaware court decisions, that have an impact on the insurance industry. An excerpt from Frank’s … Continue reading

Somewhat Rare Denial of Advancement Claim in Chancery

In a rare denial of a claim for advancement, the Delaware Court of Chancery in the opinion styled Charney v. American Apparel, Inc., C.A. No. 11098-CB (Del. Ch., Sept. 11, 2015), rejected the claims by a former chairman and CEO … Continue reading

Court Strikes Impertinent Portion of Complaint

In Carlyle Investment L.L.C. v. Moonmouth Company S.A., C.A. No. 7841-VCP (Del. Ch. Sept. 10, 2015), the Delaware Court of Chancery grants the rare motion to strike a part of the complaint that the court considers scandalous or impertinent pursuant to Court of Chancery Rule … Continue reading

Post-Trial Intervention Denied

The Court of Chancery rejected a request for post-trial intervention under Court of Chancery Rule 24, in the matter styled Shawe v. Elting, et al., C.A. No. 9686-CB (Del. Ch. Sept. 2, 2105). Rule 24 is a useful rule to be familiar with … Continue reading

Rare Rejection of Advancement Claim

In the recent Chancery decision of Lieberman v. Electrolytic Ozone, Inc., C.A. No. 10152-VCN (Del. Ch. Aug. 31, 2015), the court rejected claims for advancement by former officers and directors who sought to have their former company pay for the … Continue reading

Chancery Determines Proper Board Members in Section 225 Action

The Delaware Court of Chancery in Kerbawy v. McDonnell, C.A. No. 10769-VCP (Del. Ch. Aug. 18, 2015), addresses whether written consents of stockholders were effective in replacing the board members of the company involved.  The case features the interplay between DGCL … Continue reading

Short Observation on Long Delaware Chancery Decisions

Based on the more than ten years that I have been highlighting corporate and commercial decisions on these pages, primarily from Delaware’s Supreme Court and Court of Chancery, I am aware that the main reason busy readers visit these pages is not for metaphysical … Continue reading