Posted on March 11, 2010 by Francis G.X. Pileggi

Chancery Upholds State Law Claim for Insider Trading

Pfeiffer v. Toll, C.A. No. 4140-VCL (Del. Ch. March 3, 2010), read opinion here. This scholarly decision upheld state law claims against directors for insider trading. The Court of Chancery rejected the argument that federal law preempted state law for such claims. For anyone who wants to know the latest... Continue Reading...
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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...
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Posted on March 19, 2009 by Francis G.X. Pileggi

Chancery Court Drills Down and Dismisses Breach of Fiduciary Duty Claim in Dispute about Oil and Gas Exploration Investments

Addy v. Piedmonte, et al., Del. Ch., No. 3571-VCP (March 18, 2009), read opinion here. Kevin Brady, a highly respected Wilmington lawyer, prepared the following review of this case: In this Chancery Court decision, Vice Chancellor Parsons dismissed a claim for breach of fiduciary duty in a case with a... Continue Reading...
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Posted on December 21, 2008 by Francis G.X. Pileggi

Fiduciary Duty Claims Survive Motion to Dismiss, But Not Disclosure Claims

Brinckerhoff v. Texas Eastern Products Pipeline Company, LLC , (Del. Ch., Nov. 25, 2008), read opinion here. In this decision, the Chancery Court denied a motion to dismiss based on Rule 12(b)(6), in connection with a fiduciary duty claim against certain directors. The Court found that the simple allegation that... Continue Reading...
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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...
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