In a recent bench ruling, the Delaware Court of Chancery addressed an issue that it acknowledged had not been squarely decided by the court in a prior published decision: corporate counsel’s role and scope of engagement for a two-member deadlocked board. In Kundrun v. AMCI Group, LLC, C.A. No. 2025-0570-LM-VCL (Del. Ch. Oct. 22
corporate governance
Symposium at Weinberg Center for Corporate Governance
By Francis Pileggi on
Posted in Commentary
I’m attending today a symposium hosted by the above center at the University of Delaware, organized by the center’s head, Prof. Larry Cunningham. The title is: “Boardroom Legacy: Weinbergs of Goldman Sachs & The Evolution of Courtroom Governance”.
The impetus of the convocation is the 1948 Princeton senior paper of John Weinberg, that has never…
8th Edition of The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
My 8th Edition as Editor-in-Chief of the Delaware Corporate and Commercial Law Monitor published by The National Review is now available.
We collect articles from around the country, by practitioners and academics, about the latest developments on the titular topic.
Chancery Determines Proper Board Membership in § 225 Action
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently determined the proper composition of a board in a proceeding under DGCL § 225 styled as Rainbow Mountain Inc. v. Begeman, C.A. No. 2018-0403-PAF (Del. Ch. August 25, 2025).
This case involved a dispute among 5 siblings and their extended family over the management and ownership of Virginia…
Delaware Supreme Court Clarifies Requirements for Aiding and Abetting Claim
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court’s recent decision addressing the nuances and subtleties of a claim for aiding and abetting a breach of fiduciary duty is must reading for corporate and commercial litigators. In the matter styled: In re Columbia Pipeline Group, Inc. Merger Litigation, Del. Supr., No. 281-2024 (June 17, 2025), the en banc high…
Seventh Edition of National Law Review’s Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
My 7th Edition as Editor-in-Chief of the Delaware Corporate and Commercial Law Monitor published by The National Review is now available.
We collect articles from around the country, by practitioners and academics, about the latest developments on the titular topic.
Chancery Grants Partial Fee-Shifting for Breach of Fiduciary Duty and Spoliation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent decision from the Delaware Court of Chancery addressed damages for breach of the fiduciary duty of loyalty where they were not capable of precise measurement, and there was also a claim for spoliation. The most recent decision in this matter addresses damages. Sorrento Theraupetics, Inc. v. Mack, C.A. No. 2021-0210-PAF (Del. Ch.
Accountability Not Corporate Law’s Sole Value
By Francis Pileggi on
Posted in Commentary
| Leading corporate law professor Stephen Bainbridge provides an analysis of the titular topic in an article that cites to many sources, including his own scholarship, to support his view that: accountability must be balanced with authority. The introduction is quoted below: “One of the things that bugs me the most about much of normative corporate |
Sixth Edition of The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
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 Sixth Edition that has now been published.
The Delaware Corporate and Commercial Law Monitor curates articles from many commentators around the country. Commentary from academia and practitioners continues to examine…
Prior Business Roundtable Statement on Social Justice: Just PR
By Francis Pileggi on
Posted in Commentary
Our favorite corporate law scholar, the prolific Professor Bainbridge, provides scholarly insights that compare the current position of large U.S. corporations represented on the Business Roundtable with the public statement of the group in 2019 that heralded a new age of corporate governance that focused on ESG and related social justice goals–instead of shareholder…