A recent Delaware Court of Chancery decision is noteworthy for its deep dive into the doctrinal underpinnings of the various aspects of fiduciary duties, as well as the difference between the standard of conduct and the standard of review. But my favorite part of the opinion is its discussion of the nuances of duty of
Delaware Corporate and Commercial Litigation
Fifth Edition of the National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
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 Fifth Edition that has now been published. (My role for this relatively new publication will be in addition to my full-time practice and maintaining this blog–now in it’s 20th…
Chancery Addresses Notice Provisions for Redemption Request
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion is useful for its analysis of whether the notice provisions for the exercise a redemption right for warrants was in compliance with the terms of the applicable agreement. In Bruce Kaye as Trustee of the Bruce Kaye Revocable Trust v. Fantasea Resorts Group, Inc., C.A. No.
Delaware Supreme Court revives Kraft Heinz stock sale suit, clarifies Rule 60(b)(3)
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.
The Delaware Supreme Court recently ruled that the Court of Chancery should have revived a derivative suit over a stock sale by a major Kraft Heinz Co. investor after learning the action had been wrongly…
Chancery Assesses Damages for Unfair Valuation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is a treasure trove of fundamental principles applicable to corporate litigation. In Ban v. Manheim, C.A. No.2022-0768-JTL (Del. Ch. May 19, 2025), the 60-plus page post-trial opinion applies an exemplary legal analysis to a complex web of entities controlled by one person, to explain why the valuation…
Vice Chancellor Pens Law Review Article on Delaware Corporate Law
By Francis Pileggi on
Posted in Commentary
A law review article authored by a Vice Chancellor of the Delaware Court of Chancery that chronicles nine eras of Delaware court decisions on Delaware corporate law, from the State’s founding in 1776 through the present, is featured on the Harvard Law School Corporate Governance blog (where yours truly has published several articles over the…
Prof. Examines Recent Suit For Corporate Records of Delaware Corp–filed in Illinois
By Francis Pileggi on
Posted in Commentary
The inestimable Professor Bainbridge, one the country’s leading corporate law scholars, has done a deep dive into the issues presented by a recent filing in Illinois for corporate records of a Delaware corporation. The good professor has written three articles on the issues raised, such as the internal affairs doctrine. Despite the oddity of the…
Supreme Court Addresses Fraudulent Concealment and Indemnification in Post-Closing Dispute
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court provides useful clarification regarding when a fraudulent concealment claim tolls the statute of limitations for indemnification claims, in LGM Holdings, LLC v. Gideon Schurder, et al., Del. Supr., No. 314, 2024 (April 22, 2025).
Background
In this post-closing dispute involving claims of intentional breach of representations and warranties in…
Recent Ethics Column on Spoliation of Evidence
By Francis Pileggi on
For my most recent ethics column for The Bencher, now in its 25th year, I highlighted a recent Delaware Court of Chancery decision on the duty of anyone involved in potential or pending litigation to preserve relevant evidence, including electronic data such as emails and text messages, in order to avoid penalties for spoliation.
More Scholarship on SB 21
By Francis Pileggi on
Posted in Commentary
The fusillade of learned commentary on recent developments in Delaware corporate law, known colloquially as SB 21, continues apace. The Delaware Legislature passed legislation in March that statutorily defines controlling shareholder and director independence, via an amendment to DGCL Section 144. It also imposes additional prerequisites in order for a shareholder to demand corporate books…