A recent decision of a Magistrate in Chancery is useful for its application of the latest changes to DGCL Section 220 to the extent it applied the new version of the statute to a demand for books and records for the purpose of valuation. The decision in Trematerra v. The Affinity Project Inc.
Court of Chancery
Chancery Clarifies Limited Scope of Representation for Corporate Counsel
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Order from the Delaware Court of Chancery granted a motion to dismiss claims against a law firm for breach of fiduciary duty. In connection with its decision, the court provided noteworthy clarification and guidance about the scope of representation of corporate counsel. In Hecate Holdings LLC v. Repsol Renewables North America, Inc.…
The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
Volume 2, Edition 2 of the National Law Review‘s Delaware Corporate and Commercial Law Monitor has been published. I’m the Editor-in-Chief. It is published monthly and emailed to a select few from the mailing lists the NLR has for their 25 other newsletters, as well as the existing subscribers of this blog who read…
Delaware High Court and Chancery agree on reach of merger pact’s ADR provision for earnout dispute
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
A Delaware Supreme Court panel recently upheld the Court of Chancery’s decision that breach-of-good-faith and conflict-of-interest claims that arose from a post-closing merger earnout dispute after the acquisition of online video game developer Kixeye were…
The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
This week, Volume 2, Edition 1 of the National Law Review‘s Delaware Corporate and Commercial Law Monitor was published, beginning its second year. I’m the Editor-in-Chief. It is published monthly and emailed to a select few from the mailing lists the NLR has for their 25 other newsletters, as well as the existing subscribers…
21st Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
The 21st edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery has been published by The National Law Review. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2025, and eschews…
Chancery Rules advancement duty to ex-exec continues despite complaint changes
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Court of Chancery recently ruled that Genesis CMG Holdings LLC cannot cosmetically re-word its non-compete violation charges against an ex-director/officer of the direct advertiser to avoid its obligation to advance funds for his defense…
Chancery bars derivative suit against officer found liable for harassment by NY court
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently barred Credit Glory Inc.‘s president from bringing breach of fiduciary duty claims against an ex-officer/director of their credit aid company based on the same ‘” abhorrent” sexual harassment conduct…
Chancery Finds Waiver of Privilege Despite Inadvertent Disclosure
By Francis Pileggi on
Posted in Court of Chancery Updates
In a recent letter ruling in an LLC books and records action, the Court of Chancery, in a Magistrate’s letter ruling, found that privilege was waived despite the inadvertent disclosure of those privileged communications. Straub v. Persolve, LLC, C.A. No. 2025-0636-DH (Del. Ch. Oct. 8, 2025).
The reasoning for the result was intertwined with…
Chancery Determines Proper Board Membership in the Context of Company Counsel Playing Key Role in Attempted Ouster
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for several key principles applied to a set of facts that involve company counsel using corporate machinery and corporate funds to join with a faction of the board to oust a board member. Dalby v. Kastner, C.A. No. 2025-0136-NAC (Del. Ch. Aug. 29, 2025), is…