The title of this blog post is a paraphrase from a description in a recent article by Reuters about a case in the Delaware Court of Chancery against The Walt Disney Company, based on Section 220 of the Delaware General Corporation Law, that went to trial this past Wednesday. As of this writing, on Sunday
Caremark Claims Against McDonald’s Dismissed
A short time ago, much was written (and I was quoted by Bloomberg Law) about a Court of Chancery decision finding that Caremark claims could proceed against the top HR officer of McDonald’s, but a few days ago, the Court of Chancery held that Caremark claims against the Board of Directors in connection with
Recent Chancery Decision Clarifies Basis for Judicial Dissolution of LLC
A recent decision of the Delaware Court of Chancery is noteworthy for clarifying the less-than-clear case law regarding what specific factual allegations in support of a petition for judicial dissolution of an LLC would survive a motion to dismiss. In the case styled: In re: Dissolution of T&S Hardwoods KD, LLC, C.A. No. 2023-0782-MTZ
Highlights of Prof. Bainbridge’s Latest Book, Called The Profit Motive: Defending Shareholder Value Maximization
Regular readers of these pages over the last 18 years are familiar with one of the nation’s most prolific corporate law scholars: Professor Stephen Bainbridge, who is often cited in Delaware court decisions. His latest book weighs in on the latest craze in corporate law: ESG considerations in addition to the traditional focus on shareholder
Chancery says demand not excused against pharma’s board after seeing result of opioid damages trial
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
The Chancery Court recently dismissed shareholder charges that AmerisourceBergen Corp. officers and directors breached their Caremark duties, finding insufficient proof that they caused the pharma company to prioritize opioid pill profits
Our Annual Review of Key Delaware Corporate and Commercial Decisions: Praised by Prof. Bainbridge
Professor Stephen Bainbridge, a nationally-prominent corporate law professor whose voluminous scholarship is often cited in Delaware corporate law decisions, was kind enough to share our annual review of key Delaware corporate decisions via Twitter with the following high praise, while referring to a subscription-only publication called The Chancery Daily which reports on decisions from Delaware’s
18th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi* and Sean M. Brennecke**
Courtesy of the Delaware Business Court Insider, which published this article in two parts (it’s 34-pages long), this is our annual review of key Delaware corporate and commercial decisions.
This year’s list focuses, with some exceptions, on the unsung heroes among the many decisions that have
Chancery’s novel timeliness ruling gives opioid suit against AmerisourceBergen board a little more time
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
A recent milestone Chancery Court opinion found shareholders were not too late in charging that opioid maker AmerisourceBergen Corp.’s directors and officers disloyally prioritized profits over regulatory compliance and ignored red-flag
37th Annual F.G. Pileggi Distinguished Lecture in Law
Professor Lawrence A. Cunningham will present the 37th Annual F.G. Pileggi Distinguished Lecture in Law on Feb. 10, 2023 at the Hotel duPont in Wilmington, Delaware. Details are available at the Delaware Law School’s web site. The Lecture was named after the father of this blog’s primary author.
A short biography of Prof. Cunningham, information
Third Circuit Upholds Refusal to Disqualify Law Firm Under Legal Ethics Rules 1.9 and 1.10
In my latest ethics column for The Bencher, the publication of the American Inns of Court, I highlighted a decision of the U.S. Court of Appeals for the Third Circuit which upheld the refusal to disqualify a law firm based on legal ethics rules 1.9 and 1.10.
In sum, those rules codify the fundamental