A recent Delaware Court of Chancery decision provided a nuanced analysis to explain its reasoning for not appointing a receiver for a cancelled LLC. In PXP Producing Co. LLC v. MitEnergy Upstream LLC, C.A. No. 2024-0668-MTZ (Del. Ch. June 26, 2025), the complaint also sought nullification of the cancellation on the grounds that the
Court of Chancery Updates
Chancery “Xes” out investor’s suit over losses in Musk’s Twitter purchase
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently dismissed all claims against Elon Musk and his X Corp. acquisition entities brought by a Twitter Inc. investor who claimed to have lost $1.88 million because of Musk’s alleged…
Court of Chancery Grants Orders Changing Time-Stamped Filing Date Under Rule 5
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Andrew A. Ralli, an associate in the Delaware office of Lewis Brisbois.
When a time-stamped date of a court filing is important (e.g., complying with a scheduling order filing deadline) and the Register in Chancery rejects the electronic filing for some clerical reason, what remedy is available to…
Chancery Stings with Finding of Breach of the Fiduciary Duty of Candor—A Cautionary Tale
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for its deep dive into the doctrinal underpinnings of the various aspects of fiduciary duties, as well as the difference between the standard of conduct and the standard of review. But my favorite part of the opinion is its discussion of the nuances of duty of…
Fifth Edition of the National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the Fifth Edition that has now been published. (My role for this relatively new publication will be in addition to my full-time practice and maintaining this blog–now in it’s 20th…
Chancery Addresses Notice Provisions for Redemption Request
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion is useful for its analysis of whether the notice provisions for the exercise a redemption right for warrants was in compliance with the terms of the applicable agreement. In Bruce Kaye as Trustee of the Bruce Kaye Revocable Trust v. Fantasea Resorts Group, Inc., C.A. No.
Chancery Assesses Damages for Unfair Valuation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is a treasure trove of fundamental principles applicable to corporate litigation. In Ban v. Manheim, C.A. No.2022-0768-JTL (Del. Ch. May 19, 2025), the 60-plus page post-trial opinion applies an exemplary legal analysis to a complex web of entities controlled by one person, to explain why the valuation…
Liquidating Trustee Appointed to LLC With Two 50-Percent Members
By Francis Pileggi on
Posted in Court of Chancery Updates
This article was written by Rae Ra, a corporate litigation associate in the Delaware office of Lewis Brisbois.
In the matter styled In re Coral Gables Luxury Holdings, 2025 WL 1356027, Order (Del. Ch. May 9, 2025), the Court of Chancery granted summary judgment in favor of a 50% member of an LLC who…
Chancery Orders Re-Opening of Nomination Window For Equitable Reasons
By Francis Pileggi on
Posted in Court of Chancery Updates
This article was written by Rae Ra, a corporate litigation associate in the Delaware office of Lewis Brisbois.
In Vejseli v. Duffy, 2025 WL 1452842 (Del. Ch. May 21, 2025), the Court of Chancery held that Ionic’s directors breached their fiduciary duties by adopting a board reduction resolution in the face of a proxy…
Recent Ethics Column on Spoliation of Evidence
By Francis Pileggi on
For my most recent ethics column for The Bencher, now in its 25th year, I highlighted a recent Delaware Court of Chancery decision on the duty of anyone involved in potential or pending litigation to preserve relevant evidence, including electronic data such as emails and text messages, in order to avoid penalties for spoliation.