In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), the Court of Chancery affirms the board-centric foundation of Delaware corporate law, and describes the limitation on the ability of a majority stockholder to appoint officers directly–even though a majority stockholder might have the ability to appoint board members. In sum, the majority stockholder … Continue Reading
A recent Delaware Supreme Court decision that provides independent directors with a new basis to be dismissed from lawsuits against them, was highlighted in my latest article published in Directorship, the magazine of the National Association of Corporate Directors. The case is styled: In re Cornerstone Therapeutics Inc. Stockholder Litigation, No. 564, 2014; Leal et al. … Continue Reading
In an article for the current issue of the Delaware Business Court Insider, I discussed a recent opinion by the Delaware Court of Chancery that denied a motion to dismiss claims against the seller of a business. Those claims included allegations of fraud and breach of fiduciary duty. The article appears below. The Delaware Court of … Continue Reading
For my regular ethics column for The Bencher, the national publication of the American Inns of Court, I wrote about the recent investiture ceremony for The Honorable Mark Kearney‘s elevation to the bench of the U.S. District Court for the Eastern District of Pennsylvania. The article describes highlights of his exemplary background and how that … Continue Reading
The Delaware law of advancement and indemnification for directors and officers is not for the fainthearted. Much of the statutory interpretation in the case law is counterintuitive. Each year the ABA Business and Corporate Litigation Committee publishes recent developments in the eponymous areas of the law in a two volume publication. The chapter on the key cases … Continue Reading
New legislation was recently passed in Delaware to provide a procedure for expedited arbitration of business disputes. The key features of the new law, called the Delaware Rapid Arbitration Act, include: The decision of the arbitrator must be made within 120 days Challenges to the arbitrator’s decision can only be made directly to the Delaware … Continue Reading
In my recent ethics column for The Bencher, I highlight a recent decision of the Delaware Court of Chancery in the Dole case that enforces standards of conduct for deposition practice. In addition to interpreting Court of Chancery Rule 37 as requiring the mandatory award of fees, the decision provides a helpful review of discovery standards … Continue Reading
This is the tenth year that we are providing our annual review of the key corporate and commercial decisions from Delaware’s Supreme Court and Court of Chancery. This year we decided to pick only the top five among the more than 200 or so opinions that we highlighted. We encourage readers to suggest cases that … Continue Reading
My article entitled: Directors Given More Authority to Limit Multi-Forum Litigation, appeared in the November/December issue of NACD Directorship, a publication of the National Association of Corporate Directors. This regular short column discusses the recent Court of Chancery decision in City of Providence v. First Citizens Bancshares, Inc., also highlighted on these pages, which addresses one of the … Continue Reading
The National Association of Corporate Directors publishes a magazine called Directorship. They published my article on the recent decision of the Delaware Supreme Court in the Wal-Mart case, highlighted on these pages, which recognized an exception to the attorney client privilege when a stockholder sues a member of the board of directors of a company … Continue Reading
Bloomberg BNA Corporate Law and Accountability Report* recently published my short article on the corporate benefit doctrine as a basis for the award of attorneys’ fees, as applied by the Court of Chancery in Sutherland v. Sutherland, a decision summarized on these pages, which was the latest installment in a long-running battle about the management of a substantial … Continue Reading
My most recent ethics column for The Bencher, the national publication of the American Inns of Court, discussed recent decisions that applied several rules applicable to conflicts of interest issues, including Rules 1.7, 1.9 and 1.10.… Continue Reading
My regular ethics column for the current issue of the national publication of the American Inns of Court, The Bencher, reviews a decision of the U.S. Court of Appeals for the Second Circuit that disqualified a former general counsel from suing his former employer based on confidential information he learned during his tenure. The … Continue Reading
The Harvard Law School Corporate Governance Forum published a revised version of our annual list of top ten corporate decisions from Delaware’s Supreme Court and Court of Chancery. Yes, we are thrilled. For those readers who think other cases should have made it on the top ten list, we welcome suggestions for additions or “honorable … Continue Reading
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.… Continue Reading
The current issue of The Bencher, the national publication of the American Inns of Court, includes my regular ethics column which highlights a recent decision of the Delaware Supreme Court that grants qualified immunity to court-appointed counsel, and also denied a motion to withdraw for related reasons.… Continue Reading
The current issue of the Delaware Journal of Corporate Law that recently came in the mail, Volume 37, No. 3 (2013), includes a reprinting of the new Practice Guidelines recently promulgated by the Court of Chancery, and also features an introduction to those new court “de facto rules” by Kevin F. Brady and Francis G.X. … Continue Reading
In my most recent ethics column for The Bencher, I reviewed a recent Delaware Supreme Court decision that announced a new standard that will be followed in Delaware when a trial judge believes that Rule 11, or a rule of legal ethics, has been violated. The article is available at this link. In a prior … Continue Reading
In February 2013, we published an article on the top 5 Delaware corporate decisions from 2012, that appeared in the ABA’s Business Law Today publication. [Note the post in June 2013 in which we picked the top Delaware corporate and commercial decisions for the first 5 months of 2013].… Continue Reading
Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2012, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court … Continue Reading
This week I gave a short presentation at the annual conference of CBIZ, the national consulting and accounting firm, on recent Delaware cases on the topic of “fair value” in the context of an appraisal pursuant to DGCL Section 262, and an overview of Delaware law on this topic in general. The need for a fair value determination … Continue Reading
My regular ethics column for the The Bencher, the national publication of the American Inns of Court, appears in the current issue and compiles an array of resources that are available to shed light on issues of legal ethics. Unlike typical legal research where court decisions are the primary source for relevant authority, many decisions in … Continue Reading
Inspecting Corporate Books and Records in a Digital World: The Role of Electronically Stored Information is the title of the latest law review article that I co-authored with Kevin Brady. A former associate also joined us as a co-author. The article will appear in The Delaware Journal of Corporate Law in the issue distributed this month in hard copy, which … Continue Reading
My regular ethics column in the current issue of The Bencher, the national publication of The American Inns of Court, is entitled: The Moral Aspects of a Lawyer’s Fiduciary Duty. This short piece discusses and refers to sources that document the religious origins of the foundation for many obligations of a lawyer (and others in a position … Continue Reading
