A recent decision from the Delaware Court of Chancery belongs in the pantheon of consequential court opinions addressing the nuances, first principles and practical challenges regarding Section 220 of the Delaware General Corporation Law. There are many decisions on this topic addressing the right of stockholders to demand inspection of corporate records, but few are
attorneys' fees
Delaware Court of Chancery Provides Rule 11 Insights
By Francis Pileggi on
Posted in Court of Chancery Updates
There are relatively few Chancery decisions on Rule 11 compared with more common corporate and commercial litigation issues that are the subject of Chancery opinions, and a recent letter decision provides insights into why there are not more rulings on Rule 11. In POSCO Energy Co., Ltd. v. FuelCell Energy, Inc., Civil Action No.…
Buyer’s Claims Fail Due to Lack of Express Representations by Seller in APA
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides an important lesson about the downside of imprecise drafting, and the need to express with precision how specific risks are to be allocated between the purchaser and seller of a business. In Julius v. Accurus Aerospace Corporation, C.A. No. 2017-0632-MTZ (Del. Ch. Oct. 31, 2019), the…
Rare Instance of Fee Shifting in Section 220 Case
By Francis Pileggi on
Posted in Court of Chancery Updates
Among the multitude of court decisions on DGCL Section 220 highlighted on these pages, a rare bird is the shifting of fees by the court based on the bad-faith exception to the American Rule. In a rare instance that should not be considered anything other than unusual, the Court of Chancery recently granted, in a…
Chancery Applies Fitracks Procedures to Challenged Advancement Award
By Francis Pileggi on
Posted in Court of Chancery Updates
Last month, in a comprehensive advancement decision captioned White v. Curo Texas Holdings, LLC, C.A. No. 12369-VCL (Del. Ch. Feb. 21, 2017), the Delaware Court of Chancery applied what has become known in Delaware as the “Fitracks Procedures” to determine the appropriate amount of an advancement award when the exact amount of…
Chancery Imposes Fees for Bad Faith Litigation Tactics
By Francis Pileggi on
Posted in Court of Chancery Updates
ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5483-VCL (Del. Ch. Sept. 16, 2013)
This Chancery decision, on remand from the Delaware Supreme Court, awarded attorneys’ fees based on the bad faith exception to the American Rule. The Supreme Court had remanded because the award of fees was originally based…
Award of Fees Upheld; Motion for Reargument Denied
By Francis Pileggi on
Posted in Court of Chancery Updates
Cartanza v. Cartanza, C.A. No. 7618-VCP (Del. Ch. July 8, 2013).
Bottom line: This short letter ruling amplified the reasoning in the court’s prior decision in this case, highlighted here, in which the court awarded fees in connection with a motion to compel a deposition. The point of this short post is…
BJR Protected Allegedly Interested Director Transaction; When Section 220 Tolls Statute of Limitations
By Francis Pileggi on
Posted in Court of Chancery Updates
Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. May 30, 2013).
Issue Addressed: Whether certain directors violated their fiduciary duties by benefiting from a system of charging for administrative expenses for personal matters that was more favorable to certain directors.
Short Answer: No.
Background: Many prior Delaware decisions in this long-running…
Supreme Court Affirms Liability of SIGA Technologies to PharmAthene Based on Failure to Negotiate in Good Faith
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
SIGA Technologies, Inc. v. PharmAthene, Inc., Del. Supr., No. 314, 2012 (May 24, 2013). This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery’s opinion was highlighted on these pages at this link. Also, several other prior Chancery decisions in this case were also…
Settlement Agreement Enforced Without All Signatures
By Francis Pileggi on
Posted in Court of Chancery Updates
Whittington v. Dragon Group LLC, C.A. No. 2291-VCP (Del. Ch. May 1, 2013). Multiple prior decisions in this case have been highlighted on these pages and they provide more background details for the interested reader.
Issue Addressed: Whether a settlement agreement needs to be fully executed by all parties in order to be…