Posted on October 25, 2009 by Francis G.X. Pileggi

Court of Chancery Reaffirms Significant Deference Given to Independent Board in Change of Control Context Post-Lyondell

In two actions involving challenges to a consummated acquisition, the Court of Chancery in In re Nymex Shareholder Litigation, Nos. 3621-VCN, 3835-VCN and Greene v. New York Mercantile Exchange, Inc., et al., No. 3835-VCN (Del. Ch. Sept. 30, 2009), read opinion here, dismissed a multitude of conclusory allegations regarding breaches... Continue Reading...
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Posted on September 28, 2009 by Francis G.X. Pileggi

Chancery Court Describes Disclosure Obligations and Revlon Duties of Directors in Transaction

The Washington Legal Foundation published an article here last week that is an overview I did of the recent Delaware Chancery Court decision in Wayne County Employees’ Retirement System v. Corti, 2009 Del. Ch. LEXIS 126 (Del. Ch. 2009). The Court's opinion describes the duties of directors in the context... Continue Reading...
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Posted on April 3, 2009 by Francis G.X. Pileggi

21st Annual Tulane Corporate Law Institute--Update V

This is my fifth update from this corporate law seminar in New Orleans. On this second day, the third panel presentation this morning is titled: "Delaware Developments". The panel members include a member of the Delaware Chancery Court and a few leading Delaware corporate practitioners. Vice Chancellor Lamb discussed the... Continue Reading...
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Posted on March 26, 2009 by Francis G.X. Pileggi

Unanimous Delaware Supreme Court Addresses Revlon and Caremark Issues

Lyondell Chemical Co. v. Ryan, Del. Supr. (March 25, 2009), read opinion here. See revised opinion of April 16, 2009 here. The Delaware Supreme Court rendered this unanimous en banc decision last evening. It was much anticipated in the corporate law world and in the few hours since its release... Continue Reading...
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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...
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Posted on September 7, 2008 by Francis G.X. Pileggi

Chancery Court Dismisses Claims Against Board of Lear Corp. for Payment of Termination Fee to Bidder Led by Carl Icahn

In Re Lear Corp. Shareholder Litigation, 2008 WL 4053221 (Del. Ch., Sept. 2, 2008), read opinion here. This is the third Chancery Court decision in about as many (business) days that addresses the issue of whether: claims against a board of directors will be dismissed based on the exculpation clause... Continue Reading...
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Posted on September 2, 2008 by Francis G.X. Pileggi

Ryan v. Lyondell: Chancery Denies Interlocutory Appeal

Ryan v. Lyondell is a major Chancery Court decision issued about a month ago that has generated a substantial amount of commentary by experts and practitioners alike. A summary of the case and commentary by Professors Ribstein and Bainbridge are compiled here. The newest development in this case came by... Continue Reading...
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