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 →

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 →

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 →

Chancery Finds Inadequate Representation by Derivative Plaintiff; Dismisses Complaint with Prejudice

Posted on September 27th, 2012 by Francis Pileggi

South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012). Issues Addressed: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues:  (1) When derivative plaintiffs and their … Continue reading →

Delaware Does Not Impose Fiduciary Duty, Per Se, to Minimize Corporate Taxes

Posted on July 3rd, 2012 by Francis Pileggi

Seinfeld v. Slager, C.A. No. 6462-VCG (Del. Ch. June 29, 2012). Issues Presented (1) Whether board approval of a supplemental retirement bonus was a breach of fiduciary duty to the extent that it constituted waste and did not qualify for … Continue reading →

Chancery Decides: Not Per Se Breach of Fiduciary Duty for a Board to Fail to have a Succession Plan.

Posted on July 1st, 2012 by Francis Pileggi

Zucker v. Andreessen, C.A. No. 6014-VCP (Del. Ch. June 21, 2012). Issues Presented (1) Whether a $40 million severance package for the CEO of Hewlett-Packard, who could have been terminated for cause, constituted corporate waste; and (2) Whether the failure … Continue reading →

Chancery Denies a Motion for Reargument and Motion to Amend its Ruling

Posted on December 9th, 2011 by Francis Pileggi

The Ravenswood Investment Company L.P. v. Winmill, C.A. No. 3730-VCN (Del. Ch. Nov. 30, 2011), read letter ruling here. A prior decision by the Delaware Court of Chancery in this case was highlighted on these pages here. Issue Addressed The Court addressed … Continue reading →

Delaware Court of Chancery Dismisses Dow Shareholders’ Derivative Claims Regarding Rohm and Haas Acquisition for Failure to Plead Demand Futility

Posted on January 17th, 2010 by Francis Pileggi

In Re The Dow Chemical Company Derivative Litigation, Cons. No. 4339, (Del. Ch., Jan. 11, 2010), read opinion here. Kevin Brady and Ryan Newell of the Connolly Bove firm prepared this synopsis. On January 11, 2010, a year after a … Continue reading →

Chancery Court Finds Pre-Suit Demand Not Excused

Posted on February 16th, 2009 by Francis Pileggi

In Re: Affiliated Computer Services, Inc. Shareholders Litigation,  (Del. Ch., February 6, 2009), read opinion here. We are fortunate to have the following review and analysis of this case prepared by Kevin Brady,  a partner in the Business Law Group at the Wilmington, Delaware, … Continue reading →