Archives: Selected Articles by Francis

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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

Firm Disqualified Based on Representation of Two Adverse Subsidiaries

In my latest ethics column for The Bencher, the national publication of the American Inns of Court, I highlighted a recent decision by a federal district court in which a law firm was disqualified based on its representation of two adverse subsidiaries of a parent company. The court’s useful application of Rule 1.7 and Rule 1.9 should be … Continue Reading

Chancery Upholds Ability of Managers to Waive Fiduciary Duties

In my most recent article for the publication of the National Association of Corporate Directors called Directorship, I provide an overview of a recent decision of the Delaware Court of Chancery that upheld the waiver of fiduciary duties for managers of a limited partnership. The name of the case is Employees Retirement System of the City … Continue Reading

More Directors and Officers Subject to Lawsuits in Delaware

We previously highlighted on these pages a Delaware Supreme Court decision in Hazout v. Tsang, that expanded the orthodox interpretation of a Delaware statute with the net result of making it easier to sue in Delaware an officer or director who has agreed to serve in that capacity for a Delaware entity. Now, readers have the benefit … Continue Reading

Supreme Court Expands Basis to Sue Directors and Officers in Delaware

The Delaware Supreme Court recently interpreted the statutory basis for imposing jurisdiction over directors and officers of Delaware corporations in a manner that is broader than the interpretation that previously prevailed in Delaware courts for the last 30 years. Hazout v. Tsang, No. 353, 2015 (Del. Supr., Feb. 26, 2016). Directors and officers of Delaware … Continue Reading

Chancery Clarifies Director Liability for Corporate Acts and Enforceable Provisions Barring Misrepresentation Claims

A noteworthy opinion by the Delaware Court of Chancery should be read by all those who need to be, or should be, concerned about the latest iterations of Delaware law that elucidate the circumstances in which: (1) a director may be exposed to personal liability even when ostensibly acting on behalf of a corporation in … Continue Reading

Chancery Invalidates Attempt of Majority Stockholder to Appoint Officers

In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), the Court of Chancery affirms the board-centric foundation of Delaware corporate law, and describes the limitation on the ability of a majority stockholder to appoint officers directly–even though a majority stockholder might have the ability to appoint board members. In sum, the majority stockholder … Continue Reading

Independent Directors Have New Ammunition to Obtain Dismissal of Suits

A recent Delaware Supreme Court decision that provides independent directors with a new basis to be dismissed from lawsuits against them, was highlighted in my latest article published in Directorship, the magazine of the National Association of Corporate Directors. The case is styled:  In re Cornerstone Therapeutics Inc. Stockholder Litigation, No. 564, 2014; Leal et al. … Continue Reading

Fraud and Fiduciary Duty Claims Survive Against Seller of Business

In an article for the current issue of the Delaware Business Court Insider, I discussed a recent opinion by the Delaware Court of Chancery that denied a motion to dismiss claims against the seller of a business. Those claims included allegations of fraud and breach of fiduciary duty. The article appears below. The Delaware Court of … Continue Reading

Judicial Comportment

For my regular ethics column for The Bencher, the national publication of the American Inns of Court, I wrote about the recent investiture ceremony for The Honorable Mark Kearney‘s elevation to the bench of the U.S. District Court for the Eastern District of Pennsylvania. The article describes highlights of his exemplary background and how that … Continue Reading

Chancery Enforces Deposition Practice Standards

In my recent ethics column for The Bencher, I highlight a recent decision of the Delaware Court of Chancery in the Dole case that enforces standards of conduct for deposition practice. In addition to interpreting Court of Chancery Rule 37 as requiring the mandatory award of fees, the decision provides a helpful review of discovery standards … Continue Reading

Annual Review of Key Delaware Corporate Decisions

This is the tenth year that we are providing our annual review of the key corporate and commercial decisions from Delaware’s Supreme Court and Court of Chancery. This year we decided to pick only the top five among the more than 200 or so opinions that we highlighted. We encourage readers to suggest cases that … Continue Reading

Article on Recent Chancery Decision on Forum Selection Bylaws

My article entitled: Directors Given More Authority to Limit Multi-Forum Litigation, appeared in the November/December issue of NACD Directorship, a publication of the National Association of Corporate Directors. This regular short column discusses the recent Court of Chancery decision in City of Providence v. First Citizens Bancshares, Inc., also highlighted on these pages, which addresses one of the … Continue Reading

Supreme Court Recognizes Exception to Attorney/Client Privilege

The National Association of Corporate Directors publishes a magazine called Directorship. They published my article on the recent decision of the Delaware Supreme Court in the Wal-Mart case, highlighted on these pages, which recognized an exception to the attorney client privilege when a stockholder sues a member of the board of directors of a company … Continue Reading

Article on Corporate Benefit Doctrine: Basis to Award Attorneys’ Fees

Bloomberg BNA Corporate Law and Accountability Report* recently published my short article on the corporate benefit doctrine as a basis for the award of attorneys’ fees, as applied by the Court of Chancery in Sutherland v. Sutherland, a decision summarized on these pages, which was the latest installment in a long-running battle about the management of a substantial … Continue Reading

Second Circuit Disqualifies Counsel for Breach of Client Confidences

My regular ethics column for the current issue of the national publication of the American Inns of Court, The Bencher, reviews a decision of the U.S. Court of Appeals for the Second Circuit that disqualified a former general counsel from suing his former employer based on confidential information he learned during his tenure.   The … Continue Reading

Our Annual List of Top Ten Delaware Corporate Cases Published on Harvard Law School Corporate Forum

The Harvard Law School Corporate Governance Forum published a revised version of our annual list of top ten corporate decisions from Delaware’s Supreme Court and Court of Chancery. Yes, we are thrilled. For those readers who think other cases should have made it on the top ten list, we welcome suggestions for additions or “honorable … Continue Reading

Advance Waiver of Future Conflicts Upheld by Federal Court

For my regular ethics column for the current issue of The Bencher, the national publication of the American Inns of Court, I wrote an article about a recent federal court decision that upheld the enforceability of a waiver, in advance, of future conflicts, and discussed the prerequisites for the validity of such a waiver.… Continue Reading
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