The Delaware Senate has confirmed the nomination of Chancellor Leo Strine, Jr. as the Chief Justice of the Delaware Supreme Court. A new era of the Delaware judiciary has begun.
January 2014
No Right of Minority in Delaware to Put Shares to Corporation
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Blaustein v. Lord Baltimore Capital Corp., No. 272, 2013 (Del. Jan. 21, 2014).
Issue Addressed: Whether the common law imposes any duty on directors of closely held corporations to consider buying out minority stockholders. Short Answer: No
Short Highlights
This Delaware Supreme Court decision affirmed several basic principles that have been long…
Chancery Denies Request for Books and Records of Hewlett-Packard
By Francis Pileggi on
Posted in Court of Chancery Updates
Cook v. Hewlett-Packard Co., C.A. No. 8667-VCG (Del. Ch. Jan. 24, 2014)(revised Jan. 30, 2014).
Issue Addressed: Was a stockholder entitled to additional books and records from Hewlett-Packard regarding accounting fraud at a company HP purchased? Answer: No
Short Highlights
This post-trial letter opinion from the Court of Chancery…
Court of Chancery Appeals to U.S. Supreme Court on Constitutionality of Chancery’s Arbitration Rules
By Francis Pileggi on
Posted in Court of Chancery Updates
Two federal courts have held that the confidential arbitration procedures provided in the rules of the Court of Chancery are constitutionally infirm. We have previously written on these pages about the decision of the District Court, Delaware Coalition for Open Government v. Hon. Leo E. Strine, Jr., et al., D. Del. C.A. No. 1:11-1015…
Chancery Addresses Enforceability of Forum Selection Clause in Anti-Suit Injunction
By Francis Pileggi on
Posted in Court of Chancery Updates
BE & K Engineering Company LLC v. Rocktenn CP, LLC, C.A. No 8837-VCL (Del. Ch. Jan 15, 2014)
This useful Court of Chancery opinion addresses the familiar issue of competing forum selection clauses in related agreements and how to decide which forum will prevail for purposes of determine the controlling forum for disputes.
The…
Former LLC Member Not Liable for Competition Against Former LLC
By Francis Pileggi on
Posted in Court of Chancery Updates
Touch of Italy Salumeria and Pasticceria, LLC v. Bascio, C.A. No. 8602-VCG (Del. Ch. Jan. 13, 2014).
This Court of Chancery opinion rejected a claim by an LLC against a former member for competing against his former LLC after resigning his membership status. In essence, the court reasoned in this gem of an opinion…
Seminar on Key Delaware Corporate and Commercial Decisions in 2013
By Francis Pileggi on
Posted in Commentary
Delaware’s Key Corporate and Commercial Cases of 2013
You are invited to a free audio conference for a discussion of the top five decisions of 2013 from Delaware’s Supreme Court and Court of Chancery.
Wednesday, January 29, 2014 at 1:00 p.m. EST
For the last eight years, Francis G.X. Pileggi and Kevin F. Brady have…
M & A Litigation in 2013
By Francis Pileggi on
Posted in Commentary
Professors Davidoff and Cain have published a paper indicating that over 97% of takeovers involving at least $100 million have been the subject of litigation. Professor Davidoff discussed his paper in a post on DealBook, including reference to the recent comments by members of the Delaware Court of Chancery in response to many…
Governor Nominates Chancellor to be the New Chief Justice of the Delaware Supreme Court
By Kevin F. Brady on
Posted in Commentary, Delaware Supreme Court Updates
Governor Jack Markell has nominated Delaware Court of Chancery Chancellor Leo E. Strine, Jr. to be the next Chief Justice of the Delaware Supreme Court. An announcement by the Governor was made today.
Key 2013 Delaware Corporate and Commercial Decisions
Top Ten 2013 Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Kevin F. Brady
This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions with…