Key Corporate and Commercial Delaware Decisions for First Five Months of 2013

Posted on June 4th, 2013 by Francis Pileggi

Among the key corporate and commercial Delaware decisions that we have highlighted on these pages during the first five months of 2013, the following decisions either clarified existing Delaware law or announced new law on important substantive or procedural topics. … Continue reading →

Chancery Applies Business Judgment Rule to Freezeout by Majority Shareholder

Posted on May 31st, 2013 by Francis Pileggi

In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013). Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and … Continue reading →

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 →

U.S. Supreme Court Addresses Discharge of Judgment for Breach of Fiduciary Duty

Posted on May 15th, 2013 by Francis Pileggi

Bullock v. BankChampaign, N.A., No. 11-1518, 2013 U.S. LEXIS 3521 (U.S. May 13, 2013) Issue Addressed: This U.S. Supreme Court opinion considered whether a director found liable for a breach of fiduciary duty could discharge his debts related to that … 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 Enforces Non-Competition Agreement

Posted on April 7th, 2013 by Francis Pileggi

Simplexity, LLC v. Zeinfeld, C.A. No. 8171-VCG (Del. Ch. April 5, 2013) (Redacted Version) Issue Addressed:  This case involves a dispute between two companies over the hiring of the former CEO of Simplexity, Andrew Zeinfeld.  (The publication of this opinion … Continue reading →

Chancery Recognizes Right to Appoint Receiver of Solvent Corp.

Posted on March 25th, 2013 by Francis Pileggi

Zutrau v. Jansing, C.A. No. 7457-VCP (Del. Ch. Mar. 18, 2013). Issues addressed in this Court of Chancery opinion: (1) The right to have a receiver appointed for a solvent corporation based on allegations of fraud and breach of fiduciary … 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 →

Duties of Co-Joint Venturers End with Termination of Joint Venture

Posted on March 19th, 2013 by Francis Pileggi

Wagamon v. Dolan, C.A. No. 5594-VCG (Del. Ch. Mar., 15, 2013). This Court of Chancery letter ruling is worth mentioning in passing for its treatment of the fiduciary duties of co-joint venturers, and the principle that the fiduciary duty owed to each … Continue reading →

Duties of Directors of Insolvent Company Addressed

Posted on March 9th, 2013 by Francis Pileggi

Edgewater Growth Capital Partners LP v. HIG Capital, Inc., C.A. 3601-CS (Del. Ch., Feb. 28, 2013). This 70-page decision provides useful and extensive analysis of the duties of directors of an insolvent corporation and related claims against a private equity shareholder … Continue reading →

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