A helpful review of contract interpretation principles under Pennsylvania law was provided in an opinion by the U.S. District Court for the Eastern District of Pennsylvania, styled Artesian Water Company v. Chester Water Authority (E.D. Pa. Sept. 30, 2014). We represented Chester Water Authority in this matter. A prior decision in the same case, also
Other Court Decisions
U.S. Supreme Court Declines to Hear Appeal of Chancery Arbitration Program
By Francis Pileggi on
Posted in Court of Chancery Updates, Other Court Decisions
As previously reported on these pages, the U.S. Court of Appeals for the Third Circuit found that a confidential arbitration program sponsored by the Court of Chancery for major business disputes ran afoul of the U.S. Constitution. The U.S. Supreme Court on March 24 declined to accept an appeal of that decision. That leaves the…
Advance Waiver of Future Conflicts Upheld by Federal Court
By Francis Pileggi on
For my regular ethics column for the current issue of The Bencher, the national publication of the American Inns of Court, I wrote an article about a recent federal court decision that upheld the enforceability of a waiver, in advance, of future conflicts, and discussed the prerequisites for the validity of such a waiver.
Delaware’s Demand Futility Test Used by High Court of Marshall Islands
By Kevin F. Brady on
Posted in Other Court Decisions
As we have noted from time to time, other jurisdictions are very interested in and follow Delaware corporate law in deciding cases. This post is a follow-up to a December 2011 post about a decision issued by the High Court of the Republic of the Marshall Islands (located in the South Pacific). This is the…
Third Circuit Court of Appeals Certifies Question to Delaware Supreme Court
By Francis Pileggi on
Posted in Other Court Decisions
Doe v. Wilmington Housing Authority, No. 12-3433 (3rd. Cir., July 18, 2013)
In essence: This recent decision of the U.S. Court of Appeals for the Third Circuit is somewhat off topic for this blog, but the issue it addresses should be of universal interest because it deals with the natural right of self defense…
U.S. Supreme Court Court’s Decision In Criminal Case Has Implications For Directors And Officers
By Kevin F. Brady on
Posted in Other Court Decisions, Uncategorized
This post comes from Frances Goins of Ulmer & Berne in Cleveland. Frances is the Chair of the ABA Business Law Section’s Subcommittee on Developments in D&O Liability.
On June 16, 2013, the U.S. Supreme Court handed down its decision in Salinas v. Texas HERE which resulted from a criminal prosecution in which the defendant…
Delaware Holding Company Recognized for Jurisdictional Purposes
By Francis Pileggi on
Posted in Other Court Decisions
Johnson v. Smithkline Beecham Corp., 2013 U.S. App. LEXIS 11501 (3d Cir. June 7, 2013).
Issue Addressed: For purposes of diversity jurisdiction, should a holding company’s citizenship be defined by the activities of its limited liability company (LLC) subsidiary given that a holding company’s primary activity is to own and manage, not…
U.S. Supreme Court Addresses Discharge of Judgment for Breach of Fiduciary Duty
By Francis Pileggi on
Posted in Other Court Decisions
Bullock v. BankChampaign, N.A., No. 11-1518, 2013 U.S. LEXIS 3521 (U.S. May 13, 2013)
Issue Addressed: This U.S. Supreme Court opinion considered whether a director found liable for a breach of fiduciary duty could discharge his debts related to that breach in Bankruptcy Court pursuant to 11 U.S.C. § 523(a)(4) of the…
Appellate Court Addresses Advancement of Defense Costs in Criminal Proceeding
By Kevin F. Brady on
Posted in Other Court Decisions
A recent California appellate court decision, Mt. Hawley Insur. Co. v. Lopez, addresses an important topic regarding the advancement of defense costs when a director or officer is facing criminal prosecution. The decision was sent to us by our friends Fran Goins and Jim Wing, who are respectively chairs of the Developments and D&O…
Bankruptcy Court Applies Laches, Not Statute of Limitations to Professionals Who Allegedly Conspired With Fiduciaries
By Francis Pileggi on
Posted in Other Court Decisions
Miller v. Kirkland & Ellis LLP, Adv. No. 12-50713 (PJW) (Bankr. D. Del. Oct. 2, 2012).
Tara Lattomus of Eckert Seamans prepared this case summary.
Issue Addressed
Whether the two year statute of limitations or the equitable doctrine of laches applied to claims against attorneys who allegedly conspired with corporate fiduciaries to defraud their…