A PowerPoint with highlights of SB 21 at today’s beginning of the annual Tulane Corporate Law Institute, an event featured many times on these pages in prior years, was part of a panel presentation led William Lafferty of Morris Nichols. For the few people who have missed the tsunami of articles and commentary
Delaware Corporate and Commercial Litigation
What Those Outside Delaware Say About SB 21
By Francis Pileggi on
Posted in Commentary
I recently attended a seminar in New York on D&O litigation developments called the PLUS Symposium. The topics lean towards the concerns of those who defend D&O cases and provide D&O coverage.
I listened to a panel entitled: “Hot Topics in D&O 2025”. None of the panel members were Delaware lawyers or members of…
UPDATE on Proposed Amendments to DGCL Section 220–Right to Seek Corporate Books and Records
By Francis Pileggi on
Posted in Commentary
In the few days since the Delaware Legislature proposed Senate Bill 21 to make major changes to Delaware corporate law, there has been a veritable avalanche of commentary by the professoriate, practitioners, and journalists with their predictions of the consequences of SB 21 being enacted into law. See, e.g., article on The CLS Blue …
New Extension of Blog: National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
For the last 20 years, I have highlighted selected decisions from the Delaware Supreme Court and the Delaware Court of Chancery on these pages, as well as related topics, including legal ethics. Recently, the National Law Review, a publication that is over 100 years old and boasts over 2 million readers, asked me to…
Delaware High Court: Suit Over TripAdvisor’s Del.-to-Nev. charter move should have been dismissed
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 reversed a Chancery decision to let shareholders of TripAdvisor Inc. and its parent continue their suit against their directors over their boards’ reincorporation of the world’s largest travel guidance purveyor …
Chancery Imposes Penalties for Spoliation in Facebook Litigation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides useful guidance regarding the requirements to preserve evidence in litigation and the potential penalties for spoliation. In the matter styled: In re Facebook, Inc. Derivative Litigation, C.A. Cons. No. 2018-0307-JTL (Del. Ch. Jan. 21, 2025), the court addressed spoliation in litigation involving allegations that Facebook sold personal…
Chancery Rejects Claims Against Controller in Sale of Company
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Court of Chancery decision determined that the sale of a company initiated by the controller, a private equity fund which was also the largest equity holder in the company, did not run afoul of the business judgment rule. The decision in Manti Holdings, LLC v. The Carlyle Group Inc., C.A. No. 2020-0657-SG…
Chancery Lets Suit Over Fox “Stolen Election” Stories Proceed Due to CEO’s Influence
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 35 years, prepared this article
A recent Delaware Court of Chancery opinion clarifies how and when a majority of directors may lack independence from its CEO, and finds Rupert Murdoch’s financial or personal influence could have skewed the objectivity of…
The Delaware Supreme Court Suggests that Some Forfeiture-for-Competition Provisions May be Reviewed for Reasonableness.
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Sean Brennecke, a partner in the Delaware office of Lewis Brisbois, prepared this post.
In LKQ v. Rutledge, 2024 WL 5152746 (Del. Supr. 2024), the Delaware Supreme Court recently responded to questions certified by the United States Court of Appeals for the Seventh Circuit by confirming that the Supreme Court’s ruling in Cantor Fitzgerald…
20th Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
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…