A recent decision from the Delaware Court of Chancery should be in the toolbox of all corporate and commercial litigators. In Guilbeau v. Footprint International Holdco, Inc., C.A. No. 2024-0968-JTL (Del. Ch. April 30, 2026), the court provided a scholarly analysis of the doctrinal and public policy issues surrounding the fiduciary duties of a
Court of Chancery Updates
Court of Chancery Publishes Guidelines for Civility and Emphasizes Delaware Tradition of Collegiality and Professionalism
This article was prepared by Francis G.X. Pileggi and Rae Ra of the Delaware office of Lewis Brisbois
Last week, the Delaware Court of Chancery published its Guidelines on Attorney Civility (the “Guidelines”), to emphasize the “inveterate tradition of collegiality that remains a hallmark of the Delaware bar.” Delaware practitioners refer to this as the…
Court of Chancery Invalidates Founder/Executive Chairman’s Unilateral Attempt to Remove the Only Other Members of the Company’s Managing Board
By: Chauna A. Abner*
This article first appeared in a recent issue of the Delaware Business Court Insider, and is reproduced here with their kind permission.
The Delaware Court of Chancery recently confirmed that when an LLC’s operating agreement provides that a managing board will manage the company, absent language to the contrary, all…
Chancery Upholds Tesla’s Texas Bylaw Forum Provisions
A recent Delaware Court of Chancery decision determined that the forum clause in the Tesla bylaws, after its redomestication in Texas, requiring derivative suits to be brought in Texas, would be upheld even though the lawsuits at issue were filed shortly before the Tesla shareholders approved the change and despite the suits being filed when…
Chancery Imposes Attorneys’ Fees for Breach of Confidentiality Order
The Delaware Court of Chancery recently imposed attorneys’ fees in connection with a request for sanctions for violation of a Confidentiality Order in the matter styled Accelerant Twister, LLC v. Marjo, LLC, C.A. No. 2023-0887-LWW (Del. Ch. April 10, 2026).
This short letter ruling followed a prior decision in this case to disqualify…
Practice Tips for Litigation in the Court of Chancery
This post was prepared by Rae Ra, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois.
On March 27, 2026, members of the Delaware Court of Chancery, the Register in Chancery, and practitioners gathered for a CLE seminar to discuss best practices in the Court of Chancery. Topics ranged widely, from…
Chancery Declines to Nullify LLC Certificate of Cancellation
A recent Delaware Court of Chancery decision is notable for addressing the nuances of an analysis about whether a Certificate of Cancellation for an LLC should be nullified, in a post-trial opinion styled: In re Reinz Wisconsin Gasket, LLC, C.A. No. 2022-0859-MTZ (Del. Ch. April 2, 2026).
Background
The background of this case includes…
Chancery Imposes Penalties for Intentional Spoliation Coupled with Forgeries and Lies
A recent Chancery decision is blogworthy due to its analysis of an extreme case of spoliation coupled with other bad faith litigation conduct in NICbyte LLC v. Startop Investments, LLC, C.A. No. 2023-0637-NAC (Del. Ch. April 8, 2026).
Initially, I observe that egregious facts such as those offered in this case shed little light…
Section 225 Action Fails Based on Fraudulent Corporate Documents
A recent Delaware Court of Chancery decision is noteworthy for its analysis of a claim in a summary proceeding to determine the rightful directors of a company after learning that the claim was based on fraudulent corporate documents. The court rejected the requested relief in Berg v. Bar-Lavi, C.A. No. 2025-0959-LWW (Del. Ch. March…
Chancery Enforces Restrictive Covenant in the Business Sale Context and Addresses Fiduciary Duties of Former CEO Retained by Purchaser
Over the last few years, compared to the last few decades, the trend of courts in many states has been to be less willing to enforce restrictive covenants based on closer scrutiny of nuances such as the legitimate business interest in the scope of the restrictions. This development is consistent with the increasing number of…