Two recent decisions from the Delaware Court of Chancery address well-settled but important nuances of the right to advancement. A third ruling leaves a gap in this area of the law: other than fees on fees, what remedy is available, if any, for the denial of advancement over several years until it is granted after
Chancery Declines to Award Remedy for Failure to Maintain Stock Ledger
A recent Delaware Court of Chancery decision addressed the obligation of a company to maintain an accurate stock ledger. In Mitchell Partners, L.P. v. AMFI Corporation, C.A. No. 2020-0985-KSJM (Del. Ch. Oct. 1, 2026), the court explained in a post-trial opinion why, based on the facts of this case, there was no remedy available
Chancery Rejects Advancement Defenses
A recent Chancery decision rejected several defenses to advancement, including the commonly unsuccessful argument that the claims in the underlying case were not made against those seeking advancement in their capacity as former officers. In Esposito v. Drivers History Information Sales LLC, C.A. No. 2026-0579-DG, Order (Del. Ch. Oct. 2, 2026)(Gibbs, M.), the Court also
Chancery Counts Later-Obtained Written Consents In Lieu of a Meeting in Section 225 Fight over Director Elections
This synopsis was prepared by Chauna Abner, a corporate and commercial litigation partner at Lewis Brisbois.
In Freiberg v. Xonar Technology Inc., C.A. No. 2026-0093-KSJM (Del. Ch. Sep. 15, 2026), Chancellor McCormick rejected a director’s Section 225 challenge to his removal based on written consents in lieu of a shareholder meeting after a paper trial.
Advancement Right Barred by Unclean Hands
Contract-based rights to advancement of an LLC’s general counsel, that would otherwise have been honored, were denied based on the equitable doctrine of unclean hands, in a recent Delaware Court of Chancery opinion styled In Re Care One LLC Advancement Litigation, C.A. Cons. No. 2025-1286-NAC (Del. Ch. Sept. 24, 2026).
Basic Factual Background
Although
41st Annual F.G. Pileggi Distinguished Lecture in Law
The Delaware Law School and the Delaware Journal of Corporate Law reprise the annual lecture on corporate law named after my father. Details follow.
The Delaware Law School is pleased to invite you to the 41st Annual Francis G. Pileggi Distinguished Lecture in Law, presented by the Delaware Journal of Corporate Law.
Chancery Awards Damages for Spoliation
In a short post-trial letter ruling, the Court of Chancery awarded damages for spoliation of evidence in ATG Capital Opportunity Funds LP v. Lane, C.A. No. 2026-0477-LWW (Del. Ch. Sept. 2, 2026). The record showed that a principal of plaintiff ATG failed to preserve relevant data on his mobile device. The prior post-trial decision
New Treatise Entitled: “The Business Judgment Rule and Stockholder Derivative Litigation” by Stephen A. Radin.
I was delighted this week to receive a courtesy copy of the newest contribution, in hardback, to corporate law scholarship by Stephen Radin as an update to his iconic four-volume treatise on the Business Judgment Rule. It features a Foreword by former Delaware Chief Justice E. Norman Veasey.
What a challenge to do a short
National Law Review’s Delaware Corporate and Commercial Litigation Monitor
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 latest edition that has been published. (It was published earlier in the month but paying client work has delayed this post.) The newsletter includes articles from authors around the
Best Lawyers in America
I am pleased to report that I have been selected again to join the ranks of the Best Lawyers in America in commercial litigation and corporate governance for 2027. Over 200 other lawyers in my firm across the country were also selected in various areas of the law. Congratulations to everyone.
