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
Court of Chancery
Chancery says only Baker Hughes CEO is still on the hook for disclosures in merger with GE Oil & Gas
By Francis Pileggi on
Posted in Chancery Court Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently decided it was not “reasonably conceivable” that General Electric Corp. aided and abetted breaches of fiduciary duty by oil field services provider…
Is Blasius Still Good Law in Delaware?
By Francis Pileggi on
Posted in Commentary
Regular readers are familiar with nationally-prominent corporate law scholar and friend of this blog, Professor Stephen Bainbridge, whose prolific scholarship is cited in Delaware corporate law decisions. His encyclopedic grasp of Delaware cases on corporate law rivals that of many experienced Delaware corporate law practitioners.
When Tandem Claims May Proceed for Breaches of Both Fiduciary Duty and Contract
By Francis Pileggi on
Posted in Selected Articles by Francis
Yours truly and my colleague Chauna Abner have published an article for the recent issue of The Delaware Business Court Insider on the titular topic. The analysis that determines when dual claims for breach of contract and breach of fiduciary duty based on substantially the same operative facts might survive a motion to dismiss, is…
Should Rales Replace Aronson for Pre-Suit Demand Futility Analysis?
By Francis Pileggi on
Posted in Chancery Court Updates
The widely-acclaimed corporate law scholar, and friend of this blog, Prof. Stephen Bainbridge, whose prolific scholarship is cited in Delaware court decisions on corporate law, has penned a brief essay on the titular topic in light of a recent Delaware Court of Chancery opinion by Vice Chancellor Laster styled United Food & Comm. Workers Union …
No Cause of Action in Delaware for Conventional Stockholder Oppression
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Order of the Delaware Court of Chancery recited the truism reflected in prior Delaware decisions that, generally speaking, unlike in some other states, Delaware does not have a standalone, conventional cause of action for stockholder oppression, per se, as contrasted with a breach of fiduciary duty claim for not acting in the…
Expert Reports Often Admissible in Chancery
By Francis Pileggi on
Posted in Chancery Court Updates
A short recent letter ruling from the Delaware Court of Chancery provides an explanation of practical application that explains why expert reports are frequently admitted into evidence in the Court of Chancery, as compared to the Delaware Superior Court, the trial court of general jurisdiction.
In the matter styled In re Comtech/Gilat Merger Litigation, Cons.
Delaware Court of Chancery Publishes Zoom Hearing Procedures
By Francis Pileggi on
Posted in Chancery Court Updates
The Court of Chancery has published guidelines for hearings held via Zoom. This is useful information for Delaware litigators and those admitted pro hac vice.
Delaware Court of Chancery Provides Rule 11 Insights
By Francis Pileggi on
Posted in Chancery Court 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.…
Chancery Clarifies “Summary” v. “Expedited” Proceedings
By Francis Pileggi on
Posted in Chancery Court Updates
A recent letter ruling from the Court of Chancery clarified the procedural distinction between a statutory proceeding considered “summary” in nature, and a case that may involve exigent circumstances for which a Motion to Expedite may be warranted. In PL Wardman Member, LLC v. JBGS/Company Manager, L.L.C., No. 2020-0754-JRS (Del. Ch. Sept. 21, 2020),…