Delaware Court of Chancery Rule 5.1 defines the requirements for court filings to receive confidential treatment, contrary to the presumption that all court filings should be made available to the public. (The former terminology “under seal” is no longer used in the current version of the rule.) A recent Chancery decision addressed the filing of
Chancery Court Updates
Motion to Expedite Denied
By Francis Pileggi on
Posted in Chancery Court Updates
A recent decision by the Delaware Court of Chancery provides a handy reminder of the standards the court applies to determine when it will grant a motion to expedite. In Silverberg v. Munshi, C.A. No. 2022-0018-PAF (Del. Ch. Jan. 10, 2022), the court explained that:
Although our court is well known for being responsive to
…
Chancery Court says public investors may prove SPAC insiders duped them into backing merger
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.
A novel Delaware Chancery Court ruling lets public investors in an ex-Citibank Inc. executive’s special purpose acquisition company press charges that the SPAC’s controller, insiders and directors reaped hundreds…
Consent Statute Not Sufficient Alone to Impose Jurisdiction on Corporate Officer
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery opinion should have a place in the toolbox of litigators who need to be familiar with the latest iteration of Delaware law on the nuanced aspects of the consent statute as a potential basis to impose personal jurisdiction on officers and directors of Delaware corporations by virtue of their…
Preserving Attorney/Client Privilege for Outside Directors
By Francis Pileggi on
Posted in Chancery Court Updates, Commentary
A number of Delaware decisions have provided the analytical framework to determine if outside directors have preserved the attorney/client privilege when, for example, they use the email server of another company, or their personal email accounts, to communicate with their lawyers. Edward Micheletti of the Delaware office of the Skadden Arps firm, and two of…
Chancery dismisses Wayfair debt sale suit, finding it lacks what plaintiffs need to pass pre-suit demand test
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 Chancery Court recently ruled that Wayfair Inc.’s exculpation clause shields its board from a pension fund’s derivative suit that accuses the directors of faithlessly selling a big…
The “Wedge”: Corporate Governance Term and Delaware Geography Reference
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery opinion decided a contested mootness fee request in connection with benefits that resulted from stockholder litigation. Instead of the thorough analysis concerning the appropriate amount of the fee award, what one reader thinks is more interesting about the decision, from a historical perspective, is the introduction which defines the…
Chancery Provides Guidelines for Non-Delaware Lawyers Issuing Formal Delaware Legal Opinion Letters
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery published a magnum opus a few days ago that should be required reading for all lawyers who prepare formal legal opinion letters for clients–and whose behavior is subject to review by the Delaware courts.
In Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-VCL (Del. Ch.…
Vice Chancellor rejects reasons to keep D&O coverage suit for $41M judgment in Chancery
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 decided Zhongpin Inc. shareholders’ battle to force the food processor’s director and officer insurer to pay the $41.3 million Chancery Court judgment they…
Chancery Clarifies Standard for Proportional Indemnification of Corporate Directors and Officers
By Francis Pileggi on
Posted in Chancery Court Updates
The recent Delaware Court of Chancery opinion in Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. Sept. 23, 2021), provided much needed clarification for the rather unsettled nuance of indemnification under Section 145 of the Delaware General Corporation Law regarding when indemnification can be proportionate to the extent that the party seeking…