For the most recent iteration of Delaware law on the topic of forum non conveniens, as it has evolved over the last few years, careful readers should be aware of the recent Chancery decision in Sweeny v. RPD Holdings Group, LLC, C.A. No. 2020-0813-SG (Del. Ch. May 27, 2021). This decision is consistent with the
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Chancery Provides Instruction on Appraisal Law
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently provided a nearly book-length tutorial on the law of statutory appraisal in Delaware in a 132-page post-trial decision styled In re Appraisal of Regal Entertainment Group, Cons. C.A. No. 2018-0266-JTL (Del. Ch. May 13, 2021). The court held that the proper price was the deal price, adjusted to eliminate…
Chancery Rejects Argument That Pandemic Caused MAE–Orders Deal to Close
By Francis Pileggi on
Posted in Chancery Court Updates
In the case of Snow Phipps Group LLC v. KCAKE Acquisition, Inc., C.A. No. 2020-0282-KSJM (Del. Ch. April 30, 2021, modified June 2021), the court reviewed a topic of importance in deal litigation and one that has been the subject of many blog posts on these pages: an analysis of when reasonable…
Post-Closing Price Dispute Covered by Independent Accountant Clause–Not Legal Issue of Contract Interpretation
By Francis Pileggi on
Posted in Other Court Decisions
A common type of business litigation case in Delaware involves post-closing purchase price adjustments, a variation of often-litigated earn-out disputes. Many agreements for the sale of a business include a provision that appoints an independent accounting firm to resolve disputes regarding a determination post-closing of working capital as of the closing date, for example, which…
Buyout challenge can’t penetrate MFW business judgment shield, new Chancellor rules
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.
Delaware’s Court of Chancery recently threw out an attempt to undermine activist investor Carl Icahn’s claim of business judgment protection under the seminal MFW ruling for his buyout of…
Chancery Addressed Indispensable Party Rule
By Francis Pileggi on
Posted in Uncategorized
In the matter of Patel v. Duncan, C.A. No. 2020-0418-MTZ (Del. Ch. May 17, 2020), the Court of Chancery addressed whether a party was indispensable for purposes of Court of Chancery Rule 19(a), and held that the case would not proceed until those parties were added. Anyone needing to know the latest iteration of Delaware…
Corporate Law and Woke CEOs
By Francis Pileggi on
Posted in Commentary
One of the country’s foremost corporate law scholars, Prof. Stephen Bainbridge, who readers of Delaware corporate law decisions and readers of these pages will recognize as having earned a place in the pantheon of corporate law luminaries, has commented on the titular topic, based on a recent Wall Street Journal article that discusses a backlash…
Professionalism Perspectives on Court Proceedings via Zoom
By Francis Pileggi on
Posted in Selected Articles by Francis
My latest ethics column for The Bencher, the national publication of the American Inns of Court, is on the titular topic, available at this hyperlink.
No Such Thing as “Local Counsel” in Delaware Court of Chancery
By Francis Pileggi on
Posted in Selected Articles by Francis
Courtesy of the Delaware Business Court Insider, we provide our article that appeared in the April 21, 2021 edition on an important topic for Delaware litigators.
No Such Thing as Local Counsel in Delaware Court of Chancery
By: Francis G.X. Pileggi* and
Chauna A. Abner**
This is a compilation of selected key Delaware court…
Chancery Provides Guidance on Interpretation of LLC Agreement
By Francis Pileggi on
Posted in Chancery Court Updates
The recent Chancery decision in Pearl City Elevator, Inc. v. Gieseke, C.A. No. 2020-0419-JRS (Del. Ch. March 23, 2021), addressed the issue of whether the procedures in an LLC Agreement were correctly followed, such that a party acquired sufficient ownership interest in order to control the board.
This decision is useful for its recitation of…