A recent Delaware Court of Chancery opinion provides insights into nuances of DGCL Section 220 as it relates to the rights of stockholders to inspect corporate books and records, and deserves to be in included in the pantheon of Delaware decisions on this topic. It must be read by anyone seeking a complete understanding of
Francis Pileggi
Chancery Court says inspection cannot be thwarted by claiming records are out of reach at sister firm
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently granted a Sahara Enterprises Inc. investor’s books-and-records demand to know how the allegedly underperforming investment company was being run after finding that the…
Delaware Supreme Clarifies Contract-Based Right to Corporate Records
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
A recent Delaware Supreme Court decision should be required reading for anyone interested in the latest iteration of Delaware law on the contract-based right to demand “books and records” in the alternative entity context. Delaware’s High Court ruled in Murfey v. WHC Ventures, LLC, Del. Supr., No 294, 2019 (July 13, 2020), that the…
Delaware Chancellor won’t dismiss HomeFed merger challenge where protections weren’t ab initio
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Chancellor of the Delaware Court of Chancery recently presented a challenge to controller Jeffries Financial Group Inc.’s going-private acquisition of HomeFed Corporation because Jeffries negotiated the support of…
Designating Documents as Confidential and Requesting They Remain Confidential Insufficient to Avoid Waiver of Attorney-Client Privilege
By Francis Pileggi on
The following article appeared in the July 8, 2020 issue of the Delaware Business Court Insider.
Designating Documents as Confidential and Requesting They Remain Confidential Insufficient to Avoid Waiver of Attorney-Client Privilege
The Delaware Court of Chancery recently held that a party waived attorney-client privilege by producing documents to a federal commission during the course…
Mid-Year Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Cases
For the last 15 years, I have published a list of key corporate and commercial decisions by the Delaware Supreme Court and Court of Chancery on these pages. On a few occasions, I have published a Mid-Year Review of those cases. This year, veteran reporter and court watcher Jeff Montgomery of Law360 published such…
Del. high court says undisclosed post-merger role made Tower CEO self-interested, board ill informed
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
A Delaware Supreme Court majority recently revived a shareholder suit that claimed Towers Watson & Co.’s CEO put his interests ahead of the investors in a merger with Willis…
Supreme Court Instructs on Nuances of Fiduciary Duties of Disclosure and Loyalty
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
A recent Delaware Supreme Court decision should be required reading for those interested in the nuances of Delaware law on the fiduciary duties of disclosure and loyalty of a manager or a director in connection with communications with stockholders or others to whom a fiduciary duty is owed. In Dohmen v. Goodman, Del. Supr.,…
Chancery nixes aiding and abetting liability for execs accused of helping set inflated price for NetSuite
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently rejected a creative theory of liability in a shareholder suit that claimed top NetSuite Inc. officers aided a breach of fiduciary duty by…
Chancery Addresses Adequate Security for Dissolution Pursuant to DGCL Section 280(c)(1)
By Francis Pileggi on
Posted in Chancery Court Updates
Due to the relative lack of abundant, comprehensive case law analyzing the criteria the court will use to determine the amount of security deemed sufficient for purposes of satisfying DGCL Section 280 in connection with seeking court approval of a dissolution, and related distributions, the recent Court of Chancery decision in the matter of In…