A recent Delaware Court of Chancery decision should be consulted by those who need to be aware of the latest iteration of Delaware law on the topic of indispensable parties to a lawsuit as prescribed in Rule 19. In Germaninvestments AG v. Allomet Corp., C.A. No. 2018-0666-JRS (Del. Ch. Nov. 20, 2020), the Court provides
Delaware Court of Chancery
Chancery Provides Refreshing Section 220 Guidance
By Francis Pileggi on
Posted in Court of Chancery Updates
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…
Should Rales Replace Aronson for Pre-Suit Demand Futility Analysis?
By Francis Pileggi on
Posted in Court of Chancery 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 …
Chancery Interprets Delaware Stormwater Management Act
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision deserves a passing reference for its analysis of the statutorily-granted equitable jurisdiction to enforce the Delaware Stormwater Management Act. The opinion in Nieves v. Insight Building Co., LLC, C.A. No. 2019-0464-SG (Del. Ch. Aug. 4, 2020), begins with an entertaining history lesson about the Nanticoke Indians in southern…
Chancery Clarifies Nuances of Section 220 Stockholder Demand for Inspection Rights
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion provides insights into nuances of DGCL Section 220 as it relates to the rights of stockholders to inspect corporate books and records, and deserves to be in included in the pantheon of Delaware decisions on this topic. It must be read by anyone seeking a complete understanding of …
Supreme Court Interprets Key Words in Agreement
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
A recent Delaware Supreme Court decision is noteworthy for the approach it takes in determining the meaning of a word in an agreement, for example, by parsing the syntax and sentence structure where the word appears in the agreement. In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., Del. Supr., No. 68…
Books-and-Records Cases: The Fainthearted Need Not Apply
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery post-trial opinion addressing a demand for books-and-records by an LLC member did not attract my attention for the rather routine legal issues it decided, but it provides an opportunity to rely on it as a launchpad for broader commentary generally on this common type of Delaware corporate and…
Advancement Allowed Prior to Date of Undertaking
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent letter ruling from the Court of Chancery on a nuance of the law of advancement deserves to be remembered. The Court’s decision in Day v. Diligence, Inc., C.A. No. 2020-0076-SG (Del. Ch. May 7, 2020), is short but important due to its clarification of a finer point regarding the duty of a company…
Chancery Grants Section 220 Request Post-Trial
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently granted, in part, a stockholder’s request, after a trial without live testimony, for corporate books and records pursuant to DGCL Section 220, in a matter styled Paraflon Investments Ltd. v. Linkable Networks, Inc., C.A. No. 2017-0611-JRS (Del. Ch. April 3, 2020).
Readers of these pages over the last 15…
More Closures in Delaware Due to Pandemic
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Yesterday, on the same date as the announcement that the Governor of Delaware required the closure of “non-essential businesses” (that apparently is defined not to include law firms), the Delaware Supreme Court ordered, in essence, all Delaware Courts closed to the public until April 15 (e.g., for in-person access) due to the pandemic that…