A recent Delaware Court of Chancery decision determined that the forum clause in the Tesla bylaws, after its redomestication in Texas, requiring derivative suits to be brought in Texas, would be upheld even though the lawsuits at issue were filed shortly before the Tesla shareholders approved the change and despite the suits being filed when
delaware corporate litigation
Chancery Imposes Attorneys’ Fees for Breach of Confidentiality Order
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently imposed attorneys’ fees in connection with a request for sanctions for violation of a Confidentiality Order in the matter styled Accelerant Twister, LLC v. Marjo, LLC, C.A. No. 2023-0887-LWW (Del. Ch. April 10, 2026).
This short letter ruling followed a prior decision in this case to disqualify…
Chancery Imposes Penalties for Intentional Spoliation Coupled with Forgeries and Lies
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Chancery decision is blogworthy due to its analysis of an extreme case of spoliation coupled with other bad faith litigation conduct in NICbyte LLC v. Startop Investments, LLC, C.A. No. 2023-0637-NAC (Del. Ch. April 8, 2026).
Initially, I observe that egregious facts such as those offered in this case shed little light…
Section 225 Action Fails Based on Fraudulent Corporate Documents
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for its analysis of a claim in a summary proceeding to determine the rightful directors of a company after learning that the claim was based on fraudulent corporate documents. The court rejected the requested relief in Berg v. Bar-Lavi, C.A. No. 2025-0959-LWW (Del. Ch. March…
Annual Tulane Corporate Law Institute
By Francis Pileggi on
Posted in Commentary
Over the last 21 years that I have been writing this blog I have often posted about an annual corporate law seminar in New Orleans called the Tulane Corporate Law Institute, that I am attending again this year. Started by the late great Delaware Supreme Court Justice Andrew G.T. Moore over 30 years ago…
Chancery Enforces Restrictive Covenant in the Business Sale Context and Addresses Fiduciary Duties of Former CEO Retained by Purchaser
By Francis Pileggi on
Posted in Court of Chancery Updates
Over the last few years, compared to the last few decades, the trend of courts in many states has been to be less willing to enforce restrictive covenants based on closer scrutiny of nuances such as the legitimate business interest in the scope of the restrictions. This development is consistent with the increasing number of…
Chancery Interprets New Section 220 for the Scope of a Books and Records Demand
By Francis Pileggi on
Posted in Court of Chancery Updates, Uncategorized
A recent decision of a Magistrate in Chancery is useful for its application of the latest changes to DGCL Section 220 to the extent it applied the new version of the statute to a demand for books and records for the purpose of valuation. The decision in Trematerra v. The Affinity Project Inc.…
Chancery Clarifies Limited Scope of Representation for Corporate Counsel
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Order from the Delaware Court of Chancery granted a motion to dismiss claims against a law firm for breach of fiduciary duty. In connection with its decision, the court provided noteworthy clarification and guidance about the scope of representation of corporate counsel. In Hecate Holdings LLC v. Repsol Renewables North America, Inc.…
The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
Volume 2, Edition 2 of the National Law Review‘s Delaware Corporate and Commercial Law Monitor has been published. I’m the Editor-in-Chief. It is published monthly and emailed to a select few from the mailing lists the NLR has for their 25 other newsletters, as well as the existing subscribers of this blog who read…
Delaware High Court and Chancery agree on reach of merger pact’s ADR provision for earnout dispute
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.
A Delaware Supreme Court panel recently upheld the Court of Chancery’s decision that breach-of-good-faith and conflict-of-interest claims that arose from a post-closing merger earnout dispute after the acquisition of online video game developer Kixeye were…