This is the 20th-anniversary edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2024, and eschews some of the cases already extensively discussed
Delaware business litigation
Chancellor Provides Practice Tips and Unwritten Scheduling Guidelines
By Francis Pileggi on
Posted in Court of Chancery Updates
Two recent letter decisions provide practice tips from the Chancellor for Chancery practitioners regarding coordinating with non-Delaware lawyers working on Chancery cases, as well as nuances of contacting chambers for scheduling purposes. In the matter styled In re SwervePay Holdings Acquisition, LLC, C.A. No. 2021-0446-KSJM (Del. Ch. Oct. 21, 2024), the court provided instruction…
Indemnification Granted for Successful Books and Records Action
By Francis Pileggi on
Posted in Court of Chancery Updates
Most indemnification cases involve successfully defending claims, but a recent Delaware Court of Chancery decision granted indemnification for the successful pursuit of a books and records action, in Gentile v. GPB Capital Holdings, LLC, C.A. No. 2024-0165-PAF (Del. Ch., Nov. 27, 2024).
This decision is noteworthy because it explains the broader scope of indemnification…
Chancery Addresses Indemnification and Escrow Provisions in Merger Agreement
By Francis Pileggi on
Posted in Court of Chancery Updates
The analysis, in the context of a post-merger dispute, of the nuances of an indemnification provision and whether or not escrow funds should be released was the subject of a recent Delaware Court of Chancery decision in Reddy v. 2nd Chance Treatment Centers, LLC, C.A. NO. 2024-0193-SKR (Del. Ch., Dec. 12, 2024). Sitting by…
Chancery Reviews Section 220 Basics
By Francis Pileggi on
Posted in Court of Chancery Updates
Aimee Czachorowski, an attorney in the Delaware office of Lewis Brisbois, prepared this post.
Chancellor McCormick’s recent letter decision in Floreani, et al. v. FloSports, Inc., C.A. No. 2023-0684-LM-KSJM (Del. Ch. Oct. 31, 2014), illustrates the pitfalls of non-compliance with the technical requirements of a Section 220 demand by a stockholder for corporate books…
Chancery Interprets Charter and DGCL to Allow Reincorporation in Nevada with Majority Vote
By Francis Pileggi on
Posted in Court of Chancery Updates
In a masterpiece of contract interpretation and statutory analysis, the Delaware Court of Chancery recently reconciled juxtaposed provisions in the Delaware General Corporation Law and a Certificate of Incorporation to allow a reincorporation of a Delaware company in Nevada with a majority vote—as compared to requiring a supermajority vote. Gunderson v. The Trade Desk, Inc…
Delaware’s Top Lawyers
By Francis Pileggi on
Posted in Commentary
The current issue of Delaware Today magazine published this month a list of “Top Lawyers” in Delaware for various areas of the law. Yours truly was included in the list under the category of “corporate law”. (There was no separate category for corporate litigation.) Congrats to my fellow Delaware lawyers who were included in the…
Delaware Clarifies Costs Payable to Prevailing Party
By Francis Pileggi on
Posted in Other Court Decisions
This post was prepared by Aimee Czachorowski, an attorney in the Delaware office of Lewis Brisbois.
Specific costs recoverable by a prevailing party is an oft-asked question in the Delaware courts. The Superior Court’s Complex Commercial Litigation Division recently addressed what expert fees and trial technology costs can be recovered by the prevailing party in…
Chancery Enforces Release as Condition Precedent to Severance Payments
By Francis Pileggi on
Posted in Court of Chancery Updates
In a recent decision, the Delaware Court of Chancery determined that an agreement that required a release to be signed as a condition precedent to receiving severance benefits was enforceable, and that the failure to sign the release was a defense to the payment of severance benefits. An important aspect of this decision was that…
Chancery Rules that Primacy of Contract Allows Repurchase of LLC Units Based on Non-Disparagement Claims Despite Absolute Litigation Privilege
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision clarified Delaware law in connection with determining that an alleged violation of a non-disparagement clause could be the basis to trigger the repurchase of LLC interests post-closing, in connection with the sale of a company—notwithstanding the general rule that the absolute litigation privilege generally bars claims of defamation…