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
Delaware Corporate and Commercial Litigation
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…
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),…
Chancery says board faction access to rivals’ control dispute discovery ‘depends’ on adversity and standing
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.
A discovery ruling by the Delaware Court of Chancery in a contest between two board factions for control of Adkins Energy LLC allowed plaintiff Pearl City Elevator, Inc. access…
Chancery Declines to Order Reserve for Fraud Claims Against Dissolving Corporation Under DGCL Section 280
By Francis Pileggi on
Posted in Chancery Court Updates
There remains a relative paucity of opinions addressing the nuances of the dissolution statute under DGCL Section 280, compared to the Delaware decisions addressing other sections of the DGCL, so we refer to a recent Court of Chancery decision that denies a Motion for Reargument under Rule 59(f) of a ruling that rejected a request…
Chancery finds merger charges against directors can’t penetrate Outerwall’s exculpatory clause
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.
In a recent ruling dismissing shareholder charges that Outerwall Inc.’s directors disloyally sold the automated vendor company too cheaply to avoid losing their seats in a looming proxy fight…
Video Interview of Yours Truly on 15 Years of Blogging About Delaware Corporate Law
By Francis Pileggi on
Posted in Commentary
This past week I was the subject of an online video interview that was livestreamed on Facebook. LexBlog, the company that provides the “backroom” software support to host this blog, conducted the interview and we talked about the genesis of this blog and why I have continued to publish this blog over the last…