Francis Pileggi

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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

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
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