A number of Delaware decisions have provided the analytical framework to determine if outside directors have preserved the attorney/client privilege when, for example, they use the email server of another company, or their personal email accounts, to communicate with their lawyers. Edward Micheletti of the Delaware office of the Skadden Arps firm, and two of
Delaware business litigation
Issue of Preservation of Privilege in Connection with the Sale of a Company
By Francis Pileggi on
Posted in Other Court Decisions
The purpose of this short blog post is to identify key decisions that are merely a helpful starting point in an analysis of whether or not the attorney/client privilege was preserved by the seller of a company post-closing, depending on whether the transaction was a sale of assets, or a statutory merger, or some variation.…
Vice Chancellor rejects reasons to keep D&O coverage suit for $41M judgment in Chancery
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 Zhongpin Inc. shareholders’ battle to force the food processor’s director and officer insurer to pay the $41.3 million Chancery Court judgment they…
Chancery Explains Policy Limits to Contractual Restrictions on Fraud Claims
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision is noteworthy for its clarification of the nuanced contours of Delaware law regarding contractual restrictions on the perennial feature of Delaware commercial litigation, known as post-closing fraud claims. In Online Healthnow, Inc. v. CIP OCL Investments, LLC, C.A. No. 2020-0654-JRS (Del. Ch. Aug. 12, 2021), the court…
Updated “Guidelines for Persons Litigating in the Court of Chancery”
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently published an updated version of Practice Guidelines. Weighing in at 38 single-spaced pages, it must be read by both Chancery litigators and those out-of-state counsel who litigate Chancery cases. The original Practice Guidelines highlighted on these pages, promulgated in 2012, were a mere 18-pages in length.
Courtesy of…
Chancery Allows Claims for Breach of Both Fiduciary Duty and Contract Against LLC Manager
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.…
Post-Closing Price Dispute Covered by Independent Accountant Clause–Not Legal Issue of Contract Interpretation
By Francis Pileggi on
Posted in Other Court Decisions
A common type of business litigation case in Delaware involves post-closing purchase price adjustments, a variation of often-litigated earn-out disputes. Many agreements for the sale of a business include a provision that appoints an independent accounting firm to resolve disputes regarding a determination post-closing of working capital as of the closing date, for example, which…
No Such Thing as “Local Counsel” in Delaware Court of Chancery
By Francis Pileggi on
Posted in Selected Articles by Francis
Courtesy of the Delaware Business Court Insider, we provide our article that appeared in the April 21, 2021 edition on an important topic for Delaware litigators.
No Such Thing as Local Counsel in Delaware Court of Chancery
By: Francis G.X. Pileggi* and Chauna A. Abner**
This is a compilation of selected key Delaware court…
Chancery Provides Guidance on Interpretation of LLC Agreement
By Francis Pileggi on
Posted in Chancery Court Updates
The recent Chancery decision in Pearl City Elevator, Inc. v. Gieseke, C.A. No. 2020-0419-JRS (Del. Ch. March 23, 2021), addressed the issue of whether the procedures in an LLC Agreement were correctly followed, such that a party acquired sufficient ownership interest in order to control the board.
This decision is useful for its recitation of…
Chancery Explains Claims-Splitting Policy and Criteria
By Francis Pileggi on
Posted in Uncategorized
The Delaware Court of Chancery recently explained the public policy involved, and the applicable criteria used by the court, to determine if “claims-splitting” should require the stay or dismissal of one lawsuit when the same parties are pursuing another lawsuit in another forum based on the same operative facts. In Goureau v. Lemonis, C.A.