Posted on October 27, 2009 by Francis G.X. Pileggi

Chancery Court Discusses Fiduciary Duty of Director to Disclose Information While Negotiating Release with Corporation and Whether Lack of Disclosure Could Invalidate the Release

Xu v. Heckmann Corporation, No. 4673-CC (Del. Ch. October 26, 2009), read opinion here. The Chancellor of the Delaware Court of Chancery in this opinion decides a Motion to Dismiss Counterclaims involving issues related to fraud allegations against a director. The founder of a selling company, based in China,... Continue Reading...
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Posted on August 18, 2008 by Francis G.X. Pileggi

Professor Bainbridge: Delaware Legislature Should Revisit DGCL Section 102 (b)(7)

Professor Stephen Bainbridge muses here about the recent Ryan v. Lyondell decision by the Delaware Chancery Court, summarized here, as well as insights by Professor Gordon Smith (who views the decision as predictable), and suggests that it is time for the Delaware Legislature to revisit DGCL Section 102(b)(7) to, among... Continue Reading...
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Posted on August 18, 2008 by Francis G.X. Pileggi

Georgia On My Mind

The recent invasion of Georgia by Russia reminded me of something that we in the U.S. understandably take for granted. Regardless of the unrest occurring in the rest of the world, we have the luxury of contemplating and writing about Delaware corporate law without worrying about other countries encroaching our... Continue Reading...
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Posted on July 25, 2008 by Francis G.X. Pileggi

Supreme Court Upholds Dismissal As Penalty for Failure to Comply with Discovery

In Hoag v. Amex Insurance Company, (Del. Supr., July 21, 2008), read opinion here, the Delaware Supreme Court upheld the trial court's imposition of the penalty of dismissal of a complaint against a plaintiff that failed repeatedly to comply with orders compelling discovery of data that was key to the... Continue Reading...
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