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 →

Supreme Court Reverses Chancery on Collateral Estoppel/Demand Futility and Section 220 Issues

Posted on April 8th, 2013 by Francis Pileggi

Pyott v. Louisiana Municipal Police Employees’ Retirement System, No. 380, 2012 (Del. Supr., April 4, 2013) Issues Addressed:  (1) Whether or not a prior ruling by a California court dismissing a derivative suit served as a bar to subsequent Delaware derivative … Continue reading →

Delaware Supreme Court on Rule 11 Violations

Posted on March 3rd, 2013 by Francis Pileggi

In my most recent ethics column for The Bencher, I reviewed a recent Delaware Supreme Court decision that announced a new standard that will be followed in Delaware when a trial judge believes that Rule 11, or a rule of … Continue reading →

Delaware Supreme Court on Promissory Estoppel

Posted on February 23rd, 2013 by Francis Pileggi

Harmon v. Delaware Harness Racing Commission, Del. Supr., No. 676, 2011 (Feb. 15, 2013). Although this Delaware Supreme Court decision addresses the limited issue of whether a promissory estoppel claim is allowable against a state agency in the employment context, … Continue reading →

Supreme Court Announces New Standard for Missed Pre-Trial Deadline

Posted on January 13th, 2013 by Francis Pileggi

In Christian v. Counseling Resource Associates, Inc., Del. Supr., No.  460, 2011 (Jan. 2, 2013) (revised March 26, 2013), the Delaware Supreme Court promulgated a new standard for trial courts to apply in determining what the penalty should be when a … Continue reading →

Key Delaware Corporate and Commercial Decisions in 2012

Posted on January 2nd, 2013 by Francis Pileggi

Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and … Continue reading →

Delaware Supreme Court Upholds Chancery Decision but Rejects Dicta on Default Fiduciary Duties in LLCs

Posted on November 9th, 2012 by Francis Pileggi

Gatz Properties LLC v. Auriga Capital Corp., No. 148, 2012 (Del. Supr. Nov. 7, 2012) (Per Curiam). Issue Addressed Delaware’s High Court held that the manager of an LLC violated a contracted-for fiduciary duty that adopted the equitable standard of … Continue reading →

Delaware Requires Annual Shareholder Meeting Regardless of SEC Prerequisites

Posted on November 6th, 2012 by Francis Pileggi

Rich v. Fuqi Int’l, Inc., C.A. No. 5653-VCG (Del. Ch. Nov. 5, 2012).  Why this opinion is noteworthy: The Delaware Court of Chancery reaffirms in this pithy opinion that the Delaware General Corporation Law’s requirement in Section 211 that a … Continue reading →

Delaware Supreme Court Clarifies Standards for Enforcement of Legal Ethics and Attorney Conduct

Posted on October 22nd, 2012 by Francis Pileggi

Crumplar v. The Superior Court of the State of Delaware, No. 643 & 644, 2011 (Del. Supr., Oct. 22, 2012). Why this case is noteworthy: This Delaware Supreme Court opinion establishes new rules and standards that will govern when trial … Continue reading →

Default Fiduciary Duties for Delaware LLC Managers

Posted on September 25th, 2012 by Francis Pileggi

The Delaware Supreme Court heard oral argument last week on the appeal of a decision by the Delaware Court of Chancery that imposed default fiduciary duties on the manager of a Delaware LLC.  The caption in the Supreme Court is styled … Continue reading →

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