Posted on January 12, 2010 by Francis G.X. Pileggi

Bylaws May Contain Conditions to Grant of Advancements Rights that Supplement Advancement Rights in Charter

Xu Hong Bin v. Heckmann Corp., No. 4802-CC (Del. Ch., January 8, 2010), read letter decision here. The Delaware Court of Chancery previously granted partial summary judgment in favor of Xu on one of the counterclaims by Heckmann. Read summary of that prior decision in this case here. This ten-page... Continue Reading...
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Posted on December 19, 2009 by Francis G.X. Pileggi

Chancery Court Highlights Important Distinctions Between Advancement and Indemnification; Explains Underlying Policy for Both; Grants Advancement for Defense of Counterclaims by Company

Paolino v. Mace Security International, No. 4462-VCL (Del. Ch., revised December 14, 2009), read opinion here. Short Introduction This decision provides an excellent analysis of the policy foundations for, and the important distinctions between, advancement and indemnification rights pursuant to DGCL Section 145. After explaining the important distinctions between advancement... Continue Reading...
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Posted on March 13, 2009 by Francis G.X. Pileggi

Supreme Court Rules on Interface between Indemnification Rights and Res Judicata

LaPoint v. AmerisourceBergen Corp., (Del. Supr., March 12, 2009), read opinion here. The Delaware Supreme Court in this decision addressed the procedural issues in connection with pursuing indemnification rights based on a contract in light of defenses based on res judicata and statute of limitations. Delaware's High Court reversed a... Continue Reading...
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Posted on December 21, 2008 by Francis G.X. Pileggi

Chancery Distinguishes Between Promise and Condition in Contract to Deny Indemnification Claim

In TravelCenters of America LLC v. Brog, (Del. Ch., Dec. 5, 2008), read opinion here, the Chancery Court denied a claim for indemnification based on the argument that the provisions of the parties' LLC agreement were breached. The Court reached this conclusion notwithstanding its reasoning in an earlier opinion that... Continue Reading...
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Posted on September 26, 2008 by Francis G.X. Pileggi

Bankruptcy Court in Delaware Rejects Claim for Advancement Under Delaware Law After Claim Removed to Federal Court

Street v. The End of The Road Trust, et al., (D. Del., Bankr., Sept. 17, 2008), read opinion here. Thanks to Delaware lawyer David Finger for bringing this decision to my attention. A quote from the court's opinion highlighted the issues addressed: There are a number of basic propositions in... Continue Reading...
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Posted on August 2, 2008 by Francis G.X. Pileggi

When "Indemnification" Also Refers to "Advancement"

Sodano v. American Stock Exchange LLC, 2008 WL 2738583 (Del. Ch., July 15, 2008), read opinion here. This Chancery Court decision interprets corporate documents and a settlement agreement to determine rights to advancement of legal fees. The court observes that the word “indemnification” as used by the parties in... Continue Reading...
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