: Business Judgment Rule : Delaware Corporate and Commercial Litigation Blog

Posted on January 19, 2010 by Francis G.X. Pileggi

Delaware Court of Chancery Explains Procedural Prerequisites to Rebut Business Judgment Rule Protection for Board of Directors; Defines "Interested" Director and Lack of Director "Independence"

Robotti & Co. LLC v. Liddell, No. 3128-VCN (Del. Ch., Jan. 14, 2010), read opinion here. See summary of Court of Chancery's prior Section 220 decision involving these parties here. This 43-page Delaware Court of Chancery decision could serve as a “mini-law review article” that explains the current Delaware law... Continue Reading...

Tags: Chancery Court Updates, Business Judgment Rule, Francbylaw G.X. Pileggi, Rule 23.1, Rule 56, demand excusal, director, fiduciary duty, independent, interested, pre-suit demand, rule 12(b)(6)

Posted on March 17, 2009 by Francis G.X. Pileggi

Bainbridge on Chandler's Citigroup Decision

Professor Bainbridge provides scholarly commentary here on the recent Chancery Court decision in Citigroup, including a rebuttal to Professor Jay Brown and an analysis of Caremark duties, as well as a discussion of the theoretical and practical underpinning of the Business Judgment Rule. My prior highlighting of the Citigroup case... Continue Reading...

Tags: Commentary, Business Judgment Rule, Caremark

Posted on February 24, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Shareholder Claims Against Citigroup for Failure to Monitor Subprime Risks But Allows Waste Claim for CEO Pay

In Re Citigroup Inc. Shareholder Derivative Litigation, (Del. Ch., Feb. 24, 2009), read opinion here. This Delaware Chancery Court opinion should be of widespread interest because it is the first detailed analysis of potential liability of directors under Delaware law for claims relating to a company suffering major losses resulting... Continue Reading...

Tags: Chancery Court Updates, Aronson, Business Judgment Rule, Caremark, McWane, Rales, Rule 23.1, compensation, demand futility, disclosure, forum non conveniens, subprime, waste

Posted on February 16, 2009 by Francis G.X. Pileggi

Chancery Court Finds Pre-Suit Demand Not Excused

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, office of Connolly Bove. In a... Continue Reading...

Tags: Chancery Court Updates, Business Judgment Rule, amended complaint, demand excused, demand futility, disinterested, independent directors, supplemental complaint

Posted on January 28, 2009 by Francis G.X. Pileggi

Delaware Supreme Court Issues Major Ruling on Shareholder Ratification Doctrine and Duties of Corporate Officers

In Gantler v. Stephens, (Del. Supr., Jan. 27, 2009), read opinion here, the Delaware Supreme Court, yesterday, issued a major decision on important matters of Delaware corporate law. Delaware's High Court for the first time confirmed and clarified that officers of Delaware corporations have the same fiduciary duties as directors... Continue Reading...

Tags: Delaware Supreme Court Updates, Business Judgment Rule, Unocal standard, duty of care, duty of loyalty, fiduciary duties of officers, officer liability, section 102(b)(7), shareholder ratification

Posted on January 2, 2009 by Francis G.X. Pileggi

Top 5 Delaware Cases from 2008--Rebuttal to Professor Brown

Last year, I replied to Professor J. Robert Brown's list of the top 5 Delaware cases that, in his view, supported his negative perspective of Delaware law that remains the constant refrain on his blog called: The Race to the Bottom. My introductory explanation from my rebuttal of last year... Continue Reading...

Tags: Delaware Supreme Court Updates, Chancery Court Updates, Commentary, Aronson, Business Judgment Rule, Fiduciary Duties, Revlon, derivative, executive compensation, independent, interested, shareholder rights, shareholders' meeting, top 5 list of 2008 cases

Posted on July 28, 2008 by Francis G.X. Pileggi

Delaware Supreme Court's 1971 opinion in Sinclair Oil v. Levien, Subject of Law Review Article

Courtesy of Professor Bainbridge is a link to an article by Professor Bob Thompson on the seminal Delaware Supreme Court decision in Sinclair Oil v. Levien, from 1971, that addressed key issues of fiduciary duty and judicial review standards. Here is an excerpt from a quote that Professor B. included... Continue Reading...

Tags: Delaware Supreme Court Updates, Business Judgment Rule, Fiduciary Duties, francis g.x. pileggi

Posted on July 17, 2008 by Francis G.X. Pileggi

Supreme Court Decides SEC-presented Delaware Bylaw Issue

CA, Inc. v. AFSCME Employees Pension Plan, (Del. Supr., July 17, 2008), read opinion here.(Revised opinion dated August 15, 2008, available here.) This Delaware Supreme Court decision has been anticipated by the corporate legal world with great interest since oral arguments were heard by Delaware's High Court last week. My... Continue Reading...

Tags: Delaware Supreme Court Updates, Business Judgment Rule, DGCL Section 141, Delaware business litigation, SEC, bylaws, charter, delaware supreme court, directors' duties, federal v. state, fiduciary duty, francis gx pileggi, shareholder rights

Delaware Corporate and Commercial Litigation Blog : Delaware Litigation Lawyer & Attorney : Francis G. X. Pileggi : Corporate, Business, Commercial, Delaware Chancery Court

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Francis G.X. Pileggi

Delaware business litigation case summaries primarily from Delaware's Chancery Court and Supreme Court, as well as commentary