Key Delaware decisions on advancement under DGCL Section 145 for directors and officers were highlighted in a just-published book chapter in an ABA publication that I co-authored with 5 of my colleagues in the Delaware office of Lewis Brisbois. This is the 8th year that I have highlighted key advancement cases for a book chapter
corporate governance
Chancery Compares California and Delaware Law on Advancement
A recent gem of a short letter ruling from the Delaware Court of Chancery in Goldman v. LBG Real Estate Company LLC, C.A. No. 2023-0426-KSJM (Del. Ch., Feb. 26, 2024), provides important insights, with citations to authority, on three noteworthy topics of widespread relevance to corporate litigators:
- California courts find “Delaware law on advancement
Chancery Addresses Tension Between Stockholder Agreement and DGCL Section 141(a) Regarding Statutory Provision that Directors Manage the Corporation
In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the tension between DGCL Section 141(a), which provides that directors manage the business and affairs of the corporation unless otherwise provided…
Chancery Court says no injunction for charter change that left investors with less rights but damages are possible
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery recently refused to dismiss shareholder charges that TripAdvisor Inc.’s CEO/controller and directors robbed them of litigation rights by moving the firm’s charter to Nevada in a self-interested transaction that triggered…
Chancery Recites Fundamental Principles of Delaware Corporate Law
In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis & …
Delaware high court finds no reason to give non-voting stock class a vote on officer exculpation
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Supreme Court, in a recent guidepost opinion, ruled that officer exculpation amendments to Fox Corp. and Snap Inc.’s charters did not require a separate class vote from those companies’ non-voting common stock classes…
19th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi, Sean M. Brennecke, Aimee M. Czachorowski, Rolando A. Diaz, Andrew A. Ralli, Andrew J. Czerkawski, Katherine R. Welch, and Fanta M. Toure
Reprinted courtesy of The Delaware Business Court Insider, ALM Media Properties, LLC, which published this on January 3, 2024.
This is the 19th year that Francis Pileggi has…
Delaware High Court gives investors another shot at proving pharma directors’ opioid liability
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
A Delaware Supreme Court milestone ruling has revived a shareholder suit over pharmaceutical giant AmerisourceBergen Corp.’s role in the nation’s opioid crisis, finding the Court of Chancery should not have dismissed the derivative action by…
Former US Attorney General argues: Del. is at risk of losing its corporate law prominence due to ESG
Former U.S. Attorney General William Barr wrote an article in today’s Wall Street Journal arguing: Delaware is at risk of losing its prominence in corporate law because of what the former U.S. Attorney General describes as the increasing infiltration into Delaware corporate law of ESG priorities, for example via Caremark claims.
Barr describes ESG as…
Chancery rules that Delaware allows grant of 10 votes per-share to “Up-C” CEO
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery, in a guidepost ruling on the power to bestow super-voting stock, has dismissed a shareholder’s “identity-based voting” suit over Bumble Inc.’s decision to designate ten-votes-per-share only for the stock of…