Although I have been quoted extensively in many major publications about various aspects of the ongoing Twitter v. Musk litigation pending in the Delaware Court of Chancery regarding Twitter’s efforts to force Musk to consummate the offer by Musk to buy Twitter, I have not written much about the multitude of pre-trial rulings regarding the
Chancery Court Updates
Chancery Finds Implied Agreement for Withdrawal of LLC Member
By Francis Pileggi on
Posted in Chancery Court Updates
Any lawyer involved in litigation about issues surrounding an LLC member’s withdrawal from an LLC should become familiar with the recent decision in 5high LLC v. Feiler, C.A. No. 2022-0108-LWW (Del.Ch. Aug. 5, 2022).
Issue Addressed
Whether one of the original 50/50 members of an LLC resigned despite no written LLC agreement and no…
Chancery Court finds dual class stock amendment fits MFW framework, investor challenge fails
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware law and writing about it in various publications for over 30 years.
Delaware’s Court of Chancery recently dismissed a shareholder challenge to The Trade Desk Inc. (TTD) charter amendment that extended the advertising software company’s dual stock class structure and its CEO’s control,…
Chancery Addresses Fiduciary Duties of Corporate Officer
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently published a post-trial decision involving the officer of a company who breached his fiduciary duties by, among other things, competing against the company for which he served as president. Metro Stores International LLC v. Harron, C.A. No. 2018-0937-JTL (Del. Ch. May 4, 2022), is a 128-page opinion that…
Chancery Addresses Subject Matter Jurisdiction and Basic Contract Principles
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Court of Chancery decision provides a few basic but important statements of Delaware law that are useful for the toolbox of corporate and commercial litigators. In Klein v. ECG Topco Holding, LLC, C.A. No. 2021-0701-LWW (Del. Ch. July 8, 2022), the Court pithily decides issues that arose in the context of the…
Chancery Denies Frivolous Recusal Motion
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently denied a frivolous pro se motion to recuse, and the introduction to the reasons why the motion was denied might be used as an eloquent preface for a rebuttal to almost any frivolous accusation that a recipient may be reluctant to dignify with a response.
In Wollner v. PearPop…
Chancellor green-lights Carvana Co. stock deal challenge, finds suit meets new Zuckerberg demand test
By Francis Pileggi on
Posted in Chancery Court Updates
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 ruled Carvana Company’s controlling family must prove their stock deal was entirely fair to the on-line used car dealer’s investors after finding the long, dependent business relationships…
Chancery says controller Carlyle and affiliated directors must pass entire fairness test in Authentix sale
By Francis Pileggi on
Posted in Chancery Court Updates
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 required Authentix Holdings L.P. directors who were also employees of the brand protection services company’s controlling stockholder, private equity giant The Carlyle Group, to show that Authentix’s
…
Chancery Addresses Claims of Excessive Executive Compensation
By Francis Pileggi on
Posted in Chancery Court Updates
In the recent Delaware Court of Chancery opinion styled: Knight v. Miller, C.A. No. 2021-0581-SG (Del. Ch. April 27, 2022), the court described this case as “. . . another bloom on the hardy perennial of director compensation litigation.” Slip op. at 2.
The court granted some parts of a motion to dismiss, but…
Chancery Opinion is Public Service Announcement
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery opinion styled: In re PLX Technology Inc. Stockholders Litigation, Cons. C.A. No. 9880-VCL (Del. Ch. April 18, 2022), described its opinion as a public service. It addressed the payment logistics and administration for the settlement of a class action. An impasse arose because the Depository Trust Company (“DTC”) implemented…