Adding to the multitude of Delaware decisions featured on these pages involving the right of corporate directors and officers to advancement of their fees incurred to defend claims against them, pursuant to DGCL Section 145, or by agreement, we offer highlights of Sider v. Hertz Global Holdings, C.A. No. 2019-0237-KSJM, Order (Del. Ch. June 17
Chancery Interprets Contractual Indemnification Clause
A recent Delaware Court of Chancery decision interpreted an indemnification clause and rejected the applicability of equitable defenses to a strictly legal claim. I highlighted the recent decision in NASDI Holdings v. North American Leasing, Inc., C.A. No. 2017-0399-KSJM (Del. Ch. Apr. 8, 2019), in an article published in the current issue of the
Recent Decision Clarifies Safe Harbors in DGCL § 144 for Board Action
The following article appeared in the current issue of the Delaware Business Court Insider:
Recent Decision Clarifies Safe Harbors in DGCL § 144 for Board Action
By: Francis G.X. Pileggi* and Chauna A. Abner**
The recent Superior Court decision in Toedtman v. Turnpoint Medical Devices, Inc., C.A. No. N17C-08-210 RRC (Del. Super. Ct., Jan
Corporate Governance and Artificial Intelligence
My Articles in NACD’s Directorship Publication
Over the last several years, many of my articles have appeared in the publication of the National Association of Corporate Directors called Directorship, and are available at this hyperlink.
American Legal Ethics, an Anthology
My first book has just been published. The title is “American Legal Ethics: A Retrospective from 1997 to 2018”. It’s an anthology of the legal ethics articles that I have written over the past 20 years for The Bencher, the magazine of the American Inns of Court. Copies are available on amazon.com
ABA Issues Opinion on Judicial Use of Internet for Factual Research
The American Bar Association recently issued an opinion regarding the limitations on the use by judges of the internet for factual research regarding a pending matter, on their own and without input from the parties in a pending case. I published a short overview of that ABA opinion for my regular ethics column for The
Candor Towards The Tribunal
In one of my legal ethics columns for The Bencher, the publication of The American Inns of Court, I discuss a Delaware Supreme Court decision that resulted in the disbarment of an attorney for violation of a whole series of professional conduct rules including lack of candor towards the court and failure to address
Supreme Court Clarifies Requirements for Whistleblower Protection
The U.S. Supreme Court’s recent decision in Digital Realty Trust v. Somers, explained that in order for a whistleblower to be protected from retaliation, in some circumstances, the employee must complain directly to the SEC. I provide a summary of the decision in my latest article for the magazine of the National Association of
Claims That Directors Breached Duty of Loyalty Rejected
My latest latest article for the national publication of the National Association of Corporate Directors, called Directorship, features highlights of a recent Delaware Court of Chancery decision that addresses claims that directors breached their fiduciary duty of loyalty by approving side deals that unduly benefitted them personally in connection with a merger. That opinion