Insider Trading Claim against Kohlberg Kravis Roberts & Co. Allowed to Proceed

Posted on May 17th, 2013 by Francis Pileggi

In re: Primedia, Inc., Shareholders Litigation, Cons., C.A. No. 6511-VCL (Del. Ch. May 10, 2013). Issue Addressed:  Whether insider trading claim based on state law should be allowed to proceed despite motion to dismiss by special litigation committee. Short Answer:  … Continue reading →

Chancery Declines to Enjoin Acquisition of Plains Exploration and Production Co.

Posted on May 10th, 2013 by Francis Pileggi

In Re Plains Exploration & Production Company Stockholder Litigation, Cons., C.A. No. 8090-VCN (Del. Ch. May 9, 2013). Issues Addressed: Were Revlon duties of the board breached due to the absence of a special committee and pre-market check in connection … Continue reading →

Delaware Fiduciary Duty of Disclosure Explained by Chancery

Posted on May 6th, 2013 by Francis Pileggi

In re Wayport, Inc. Litigation, Cons., C.A. No. 4167-VCL (Del. Ch. May 1, 2013). Issues Addressed: Among the several issues addressed in this case, the most noteworthy is a fulsome discussion and restatement of the fiduciary duty of disclosure that directors … Continue reading →

Chancery Rules on Rights of Director to Corporate Information

Posted on April 22nd, 2013 by Francis Pileggi

Kalisman v. Friedman, C.A. No. 8477-VCL (Del. Ch. April 17, 2013). Issue Addressed: Can a corporation deny access to confidential data to a member of the board of directors based on the attorney/client privilege or work product doctrine? Short Answer: Not … Continue reading →

Chancery Addresses “At Issue” Exception to Attorney/Client Privilege

Posted on April 16th, 2013 by Francis Pileggi

In re Comverge, Inc., Shareholders Litigation, C.A. No. 7368-VCP (Del. Ch. April 10, 2013). Issue Presented: Whether the attorney-client privilege was a defense to a motion to compel documents. Short Answer:  Yes, under the circumstances of this case. Summary of … Continue reading →

Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders

Posted on March 24th, 2013 by Francis Pileggi

Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013). This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in … Continue reading →

Chancery Awards Fees in Disclosure Only Settlement

Posted on March 23rd, 2013 by Francis Pileggi

In re: Paetec Holding Corp. Shareholders Litigation, C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013). This Chancery opinion explains why attorneys’ fees were awarded in the amount of $500,000 based on a settlement of a challenge to a merger that resulted … Continue reading →

Tulane Corporate Law Seminar

Posted on March 21st, 2013 by Francis Pileggi

This is the 25th year that the Tulane Corporate Law Institute has presented a seminar in New Orleans that attracts corporate litigators and M & A lawyers from around the country to discuss the latest developments in corporate law. Members … Continue reading →

Vice Chancellor Publishes Article on Shareholder Litigation in Chancery

Posted on March 21st, 2013 by Francis Pileggi

Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery has penned a law review article with a former law clerk on the topic of shareholder litigation and how the burgeoning cases in this area have led to refinements … Continue reading →

Chancery and Proxy Puts

Posted on March 14th, 2013 by Francis Pileggi

Kallick v. Sandridge Energy, Inc., C.A. No. 8182-CS (Del. Ch. Mar. 8, 2013). The highly regarded corporate law scholar Professor Larry Hamermesh has provided his insights on this decision in  highlights available on his blog at The Institute of Delaware Corporate … Continue reading →

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